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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 333-03557-03
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NationsBank Auto Owner Trust 1996-A
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(Exact name of registrant as specified in its charter)
United States of America 56-6486468
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Interstate Tower, 121 West Trade Street, Charlotte, North Carolina 28255-0001
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 386-5000
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
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 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 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]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. None.
Indicate the number of shares outstanding of the registrant's classes of common
stock, as of the latest practicable date. None.
Documents Incorporated by Reference. None.
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PART I
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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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There are no material pending legal proceedings with respect to NationsBank
Auto Owner Trust 1996-A (the "Trust") involving the Trust, The Chase
Manhattan Bank, as Indenture Trustee, and Bankers Trust (Delaware), as Owner
Trustee (collectively, the "Trustees"), or NationsBank, N.A., as Servicer,
other than ordinary routine litigation incidental to the Trust assets or the
Trustees' or the Servicer's duties under the applicable Sales and Servicing
Agreement.
Item 4. Submission of Matters to a Vote of Security Holders
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None.
PART II
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Item 5. Market for the Registrant's Common Equity and Related Stockholder
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Matters
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(a) Market Information. There is no established public trading market
for the Notes or the Certificates.
(b) Holders. Since each of the Notes and Certificates was issued in
book entry form only, there is only one holder of record of each
Series of Notes and Certificates. See Item 12 below.
(c) Dividends. Not applicable.
Item 6. Selected Financial Data
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Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
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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
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Financial Disclosure
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None.
PART III
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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.
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Item 12. Security Ownership of Certain Beneficial Owners and Management
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The Notes are represented by one or more notes registered in the name of
Cede & Co., the nominee of The Depository Trust Company ("DTC"). An
investor holding an interest in the Trust is not entitled to receive a note
representing such interest except in limited circumstances. Accordingly,
Cede & Co. is the sole holder of record of the Notes, which it holds on
behalf of brokers, dealers, banks, and other participants in the DTC
system. Such participants may hold notes for their own accounts or for the
accounts of their customers. The address of Cede & Co. is:
Cede & Co.
c/o The Depository Trust Company
Attention: Proxy Department
Seven Hanover Square
New York, New York 10004
The Certificates are represented by Bankers Trust, who is the sole holder
of record of the Certificates, which it holds on behalf of brokers, dealers,
banks, and other participants. Such participants may hold Certificates for
their own accounts or for the accounts of their customers. The address of
Bankers Trust is:
Bankers Trust
Four Albany Street
9th Floor
New York, New York 10006
Attention: Corporate Trust and Agency Group
Item 13. Certain Relationships and Related Transactions
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There has not been, and there is not currently proposed, any transaction or
series of transactions, to which either the Trust or NationsBank, N.A., as
Servicer, is a party with any Noteholder or Certificateholder or any member
of the immediate family of any such Noteholder or Certificateholder who, to
the knowledge of the Servicer, owns of record or beneficially more than
five percent of the Notes or Certificates.
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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(a) 1. Not applicable.
2. Not applicable.
3. Exhibits:
99.1 Annual Statement as to Compliance
99.2 Report of Independent Accountants
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(b) Reports on Form 8-K.
NationsBank Auto Owner Trust 1996-A filed a Current Report on Form 8-K
pursuant to Items 5 and 7 for the following monthly distribution dates
during 1998, including the Servicer's Certificate for each due period
provided to The Chase Manhattan Bank, as Indenture Trustee, and
Bankers Trust (Delaware), as Owner Trustee.
Date of Reports on Form 8-K
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January 15, 1998
February 17, 1998
March 16, 1998
April 15, 1998
May 15, 1998
June 15, 1998
July 15, 1998
August 17, 1998
September 15, 1998
October 15, 1998
November 16, 1998
December 15, 1998
(c) The exhibits filed as part of this report are listed in the Index
to Exhibits on page 6.
(d) Not applicable.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
NationsBank Auto Owner Trust 1996-A
By: _/s/ SUZANNE CASTLEBERRY
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Suzanne Castleberry
Vice President
NationsBank, N.A.
(Duly Authorized Officer)
Date: March 31, 1999
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Exhibit 99.1
Annual Statement as to Compliance
NationsBank, N.A.
NationsBank Auto Owner Trust 1996-A
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The undersigned, a duly authorized representative of NationsBank, N.A. , as
Servicer pursuant to the Sale and Servicing Agreement dated as of July 1,1996
(the "Agreement"), between NationsBank Auto Owner Trust 1996-A, as Issuer,
NationsBank N.A., as Servicer, and NationsBank, N.A. and NationsBank of Texas,
N.A., as sellers, does hereby certify that:
1. Capitalized terms used in this Officer's Certificate have their
respective meanings set forth in the Agreement.
2. NationsBank, N.A. is as of the date hereof the Servicer under the
Agreement.
3. The undersigned is duly authorized pursuant to the Agreement to execute
and deliver this Officer's Certificate to the Trustee.
4. The certificate is delivered pursuant to Section 3.10 of the Agreement.
5. A review of the activities of the Servicer during the calendar year ended
December 31, 1998, and of its performance under the Agreement was made
under my supervision.
6. Based on such review, to the best of my knowledge, the Servicer has fully
performed all its obligations under the Agreement throughout such period,
and no event which, with the giving of notice or passage of time
or both, would constitute an Event of Default has occurred or is
continuing.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Servicer,
has duly executed this Officer's Certificate this 31st day of March, 1999.
By: /s/ SUZANNE CASTLEBERRY
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Suzanne Castleberry
Vice President
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Exhibit 99.2
Page 1 of 2
REPORT OF INDEPENDENT ACCOUNTANTS
August 31, 1998
To the Board of Directors of NationsBank, N.A. and
The Chase Manhattan Bank, and
Bankers Trust Company
We have examined management's assertion about NationsBank, N.A.'s (the
"Company") compliance with sections 3.1(c), 3.2, 3.3, 3.5, 3.6, 3.7, 3.8, 3.9,
3.10, 3.11, 3.13, 3.14, 4.1, 4.2, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, and 8.1, except
for references from such sections to a section (and references therefrom) not
specifically delineated herein, of the Sale and Servicing Agreement for the Auto
Owner Trust 1996-A dated July 1, 1996 (the "Agreement"), between the Company, as
successor, and NationsBank of Texas, N.A., as Sellers; the Company, as
Servicer, The Chase Manhattan Bank as Indenture Trustee and Collateral Agent and
Bankers Trust Company as Owner Trustee, during the period September 1, 1997 to
August 31, 1998 included in the accompanying Report of Management on Compliance
with Sale and Servicing Agreement. Management is responsible for the Company's
compliance with those requirements. Our responsibility is to express an opinion
on management's assertion about the Company'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 the Company'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 the
Company's compliance with specified requirements.
In our opinion, management's assertion that the Company complied with the
aforementioned sections of the Agreement for the period referred to above is
fairly stated, in all material respects.
/s/ PRICE WATERHOUSE COOPERS LLP
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Exhibit 99.2
Page 2 of 2
REPORT OF MANAGEMENT ON COMPLIANCE WITH
SALE AND SERVICING AGREEMENT
NationsBank, N.A. (the "Company") has responsibility for the monthly and annual
reporting in compliance with the Sale and Servicing Agreement (the "Agreement")
for the Auto Owner Trust 1996-A (the "Trust") dated July 1, 1996 between the
Company, as successor, and NationsBank of Texas, N.A., as Sellers; the Company,
as Servicer; and The Chase Manhattan Bank, as Trustee and Collateral Agent and
Bankers Trust Company as Owner Trustee. Management of the Company asserts that
for the period of September 1, 1997 to August 31, 1998, the Company was in
compliance with sections of the Agreement related to servicing of the
Receivables held by the Trust in all material respects.
/s/ RUTH S. QUEEN /s/ JOHN W. BROTHERS
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Ruth S. Queen John W. Brothers
Senior Vice President Senior Vice President
NationsBank, N.A. NationsBank, N.A.
/s/ SUZANNE W. CASTLEBERRY /s/ TOM C. BOWERS
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Suzanne W. Castleberry Tom C. Bowers
Vice President Senior Vice President
NationsBank, N.A. NationsBank, N.A.
/s/ WILLIAM K. KINYUA
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William K. Kinyua
Vice President
NationsBank, N.A.
August 31, 1998
