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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, 1996
Commission file number 33-95450
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Boatmen's Auto Trust 1996-A
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(Exact name of registrant as specified in its charter)
United States of America Applied for
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Transamerica Square, 401 N. Tryon Street, Charlotte, North Carolina 28255
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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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Boatmen's Auto Trust 1996-A (the "Trust") was established pursuant to a
Trust Agreement dated as of July 1, 1996 among the Boatmen's National Bank of
St. Louis, a national banking corporation (the "Servicer"), BNB Auto, Inc., a
Delaware corporation and wholly-owned subsidiary of the Servicer, and The Bank
of New York (Delaware), a Delaware banking corporation, as owner trustee.
Pursuant to a Sales and Servicing Agreement dated as of July 1, 1996 with the
Servicer (the "Sales and Servicing Agreement"), on July 17, 1996 the Servicer
sold to the Trust, and agreed to service on behalf of the Trust, a pool of motor
vehicle retail installment sale contracts and simple interest loan note and
security agreements. The Trust is also party to an Indenture dated as of July
1, 1996 between the Trust and The Chase Manhattan Bank (USA), a New York banking
corporation, as indenture trustee (the "Indenture Trustee") related to the notes
described below. Also on July 17, 1996, the Issuer issued asset backed notes
and asset backed certificates consisting of $82,654,904 of Class A-1 5.7525%
Asset Backed Notes; $120,000,000 of Class A-2 6.35% Asset Backed Notes;
$76,343,707 of Class A-3 6.75% Asset Backed Notes (said notes are collectively
referred to herein as the "Notes"); and $11,624,943 of 7.05% Asset Backed
Certificates (the "Certificates").
The property of the Trust includes the pool of motor vehicle retail
installment sale contracts and simple interest loan note and security agreements
secured by the new and used automobiles and light trucks financed thereby (the
"Receivables") which were acquired from the Servicer. The property of the Trust
also includes (i) certain monies due under the Receivables on and after July 1,
1996, (ii) security interests in the vehicles financed by the Receivables, (iii)
certain accounts and the proceeds thereof, (iv) any proceeds from claims on
certain insurance policies, and (v) certain rights under the Sales and Servicing
Agreement.
Selected information regarding the Receivables, including the number and
aggregate principal amount of delinquent Receivables, and information relating
to the delinquency rates and net losses on the Receivables at and for the period
ending December 31, 1996, is set forth in Tables 1 and 2 below:
Table 1. Selected Information Related to the Receivables.
Original Pool Balance as of July 1, 1996.................... $290,623,554
Pool Balance Factor as of July 1, 1996..............................1.00
Pool Balance as of December 31, 1996........................ $230,537,358
Pool Balance Factor as of December 31, 1996......................... 0.79
Net Losses for the period ending December 31, 1996.............$1,323,981
Table 2. Delinquency Experience of Receivables as of December 31, 1996.
Dollar Amount As % of No. of Units
Receivables
Outstandings $230,537,358 100% 22,111
Delinquencies 30-59 days $4,899,671 2.13% 438
Delinquencies 60-89 days $1,032,153 .45% 88
Delinquencies 90 days or more $511,814 .22% 41
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Item 3. Legal Proceedings
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There are no material pending legal proceedings with respect to the Trust,
involving the Trust, the Indenture Trustee and the Owner Trustee (collectively,
the "Trustees"), or the Servicer, other than ordinary or 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
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
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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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.
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
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The Certificates are represented by The Bank of New York, 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
The Bank of New York is:
The Bank of New York
101 Barclay Street
Floor 12 East
New York, New York 10286
Attention: Asset Backed Finance Unit
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 the 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 Independent Certified Public Accountants' Report.
99.2 Annual Statement as to Compliance.
(b) Reports on Form 8-K.
As Servicer and on behalf of the Boatmen's Auto Trust 1996-A, The
Boatmen's National Bank of St. Louis filed a Current Report on Form
8-K pursuant to Items 5 and 7 for the following monthly distribution
dates during 1996, including the Servicer's Certificate for each due
period provided to the Indenture Trustee and the Owner Trustee.
Dates of Reports on Form 8-K
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August 15, 1996
September 16, 1996
October 15, 1996
November 15, 1996
December 16, 1996
(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.
Boatmen's Auto Trust 1996-A
By: /s/ Richard E. Grimmer
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Richard E. Grimmer
Senior Vice President & Controller
The Boatmen's National Bank of St. Louis
(Duly Authorized Officer)
Date: March 26, 1997
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
99.1 Annual Independent Certified Public Accountants' Report
99.2 Annual Statement as to Compliance
Exhibit 99.1
Independent Accountants' Report
Board of Directors
The BoatmenOs National Bank of St. Louis
We have examined management's assertion that The Boatmen's National Bank of St.
Louis (the Bank) complied with the minimum servicing standards set forth in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers (USAP) to the extent the procedures in such program are
applicable to its servicing obligations for automobile loans serviced for
others, during the year ended December 31, 1996, included in the accompanying
report titled Report of Management. Management is responsible for the Bank's
compliance with those requirements. Our responsibility is to express an opinion
on management's assertion about the Bank'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 Bank'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
Bank's compliance with specified requirements.
In our opinion, management's assertion that The Boatmen's National Bank of St.
Louis complied with the aforementioned requirements applicable to its servicing
obligations for automobile loans serviced for others during the year ended
December 31, 1996, is fairly stated, in all material respects.
/s/ Ernst & Young LLP
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St. Louis, Missouri
February 17, 1997
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Exhibit 99.1
Report of Management
We, as members of management of The Boatmen's National Bank of St. Louis (the
Bank), are responsible for complying with the minimum servicing standards as set
forth in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers (USAP) to the extent the procedures in
such program are applicable to its servicing obligations for automobile loans
serviced for others. We are also responsible for establishing and maintaining
effective internal control over compliance with these standards. We have
performed an evaluation of the Bank's compliance with the minimum servicing
standards as set forth in the USAP as of December 31, 1996, and for the year
then ended. Based on this evaluation, we assert that during the year ended
December 31, 1996, the Bank complied with the minimum servicing standards set
forth in the USAP to the extent the procedures in such program are applicable to
its servicing obligations for automobile loans serviced for others.
/s/ James D. Rudolphi /s/ Sarina A. Strack
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James D. Rudolphi Sarina A. Strack
Vice President and Manager Vice President and Controller
Accounting Services Retail Loan Service Center
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Exhibit 99.2
March 19, 1997
Mr. Marcus Gustafson
The Chase Manhattan Bank, N.A.
450 West 33rd Street
15th Floor
New York, NY 10001-2697
Ms. Cheryl Laser
The Bank of New York
101 Barclay
Floor 12 East
New York, NY 10286
Dear Mr. Gustafson & Ms. Laser:
In accordance with the Trust Agreement (the "Agreement") dated as of July 1,
1996, covering the Boatmen's Auto Trust 1996-A, the undersigned certifies that a
review of the activities of the Servicer during the preceding six month period
ending December 31, 1996 and of its performance of its obligations under the
Agreement has been made under his supervision and to the best of his knowledge,
based on such review, the Servicer has fulfilled all its obligations under the
Agreement throughout such six month period, and that he has obtained no
knowledge of any default in the fulfillment of any such obligations.
/s/ Richard E. Grimmer
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Richard E. Grimmer
