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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, 1997
Commission file number 33-95450
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").
Subsequent to the purchase of Boatmen's Bancshares, Inc. by
NationsBank Corporation on January 7, 1997, The Boatmen's National Bank of
St. Louis was merged into NationsBank, N.A. and NationsBank, N.A. became
Servicer of the loans.
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, 1997, 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, 1997................... $128,938,752
Pool Balance Factor as of December 31, 1997.................... 0.44
Net Losses for the year ending December 31, 1997..........$2,421,177
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Table 2. Delinquency Experience of Receivables as of December 31, 1997.
Dollar Amount As % of No. of Units
Receivables
Outstandings
$128,938,752 100% 15,911
Delinquencies 30-59 days $4,162,018 3.23% 456
Delinquencies 60-89 days $1,017,936 .79% 114
Delinquencies 90 days or more $668,996 .52% 72
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 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 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 and NationsBank, N.A., as
successor, filed a Current Report on Form 8-K pursuant to Items 5 and
7 for the following monthly distribution dates during 1997, including
the Servicer's Certificate for each due period provided to the
Indenture Trustee and the Owner Trustee.
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Dates of Reports on Form 8-K
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January 15, 1997
February 18, 1997
March 17, 1997
April 15, 1997
May 15, 1997
June 16, 1997
July 15, 1997
August 15, 1997
September 15, 1997
October 15, 1997
November 17, 1997
December 15, 1997
(c) The exhibits filed as part of this report are listed in the Index to
Exhibits on page 7.
(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/ Leslie J. Fitzpatrick
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Leslie J. Fitzpatrick
Senior Vice President
NationsBank, N.A.
(Duly Authorized Officer)
Date: March 30, 1998
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Exhibit 99.1
Page 1 of 2
Report of Independent Accountants
March 27, 1998
To the Board of Directors of NationsBank, N.A.
We have examined management's assertion about NationsBank, N.A.'s compliance
with the minimum servicing standards I-1, I-3, II-1 through II-4 (exceot as
defined by section 4.02 of the Sale and Servicing Agreement dated July 1, 1996
("the Agreement")), III-1, III-2, III-5, III-6, IV-1, V-1, VI-1 and VII-1 as
identified in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers ("USAP") as applicable to the
Agreement, as of and for the year ended December 31, 1997 included in the
accompanying management assertion for the Boatmen's Auto Trust 1996-A
Securitization. Management is responsible for NationsBank, N.A.'s
compliance with those minimum servicing standards. Our responsibility is to
express an opinion on management's assertion about the entity'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 NationsBank, N.A.'s compliance with
the aforementioned minimum servicing standards 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 NationsBank, N.A.'s compliance with
the minimum servicing standards.
In our opinion, management's assertion that NationsBank, N.A. complied with
the aforementioned minimum servicing standards as of and for the year ended
December 31, 1997 is fairly stated, in all material respects.
/s/ Price Waterhouse LLP
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Price Waterhouse LLP
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Exhibit 99.1
Page 2 of 2
March 27, 1998
Price Waterhouse LLP
NationsBank Corporate Center
100 North Tryon Street, Suite 5400
Charlotte, North Carolina 28202
Ladies and Gentleman
As of and for the year ended December 31, 1997, NationsBank, N.A., a wholly-
owned subsidiary of NationsBank Corporation, has complied in all material
respects with the minimum servicing standards I-1, I-3, II-1 through II-4
(except as defined by section 4.02 of the Sale and Servicing Agreement dated
July 1, 1996 ("the Agreement")), III-1, III-2, III-5, III-6, IV-1, V-1, VI-1,
and VII-1 set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers, as applicable to the
Agreement, for the Boatmen's Auto Trust 1996-A Securitization. As of and for
this same period, NationsBank, N.A. had in effect a fidelity bond and errors
and omissions policy in the amount of $205 million.
/s/ Leslie J. Fitzpatrick /s/ John W. Brothers
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Leslie J. Fitzpatrick John W. Brothers
Senior Vice President Senior Vice President
/s/ Ruth S. Queen /s/ Thomas C. Bowers
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Ruth S. Queen Thomas C. Bowers
Senior Vice President Senior Vice President
/s/ Tracy H. Chandler /s/ Carolyn G. Moore
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Tracy H. Chandler Carolyn G. Moore
Vice President Vice President
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Exhibit 99.2
Annual Statement as to Compliance
NationsBank, N.A.
Boatmen's Auto Trust 1996-A
This Officer's Certificate is executed pursuant to the Sale and
Servicing Agreement dated as of July 1, 1996 (the "Agreement"), between
Boatmen' s Auto Trust 1996-A, as Issuer, and The Boatmen's National Bank of
St. Louis, as Seller and Servicer. The Boatmen's National Bank of St. Louis
was merged into NationsBank, N.A. and NationsBank, N.A. assumed the
obligations of Servicer. The undersigned, a duly authorized representative of
the Servicer 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 4.10 of the Agreement.
5. A review of the activities of the Servicer during the calendar year ended
December 31, 1997, 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
calendar year, and no event which, with the giving of notice or passage
of time or both, would constitute a default by the Servicer 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 19th day of
March, 1998.
By: /s/ Leslie J. Fitzpatrick
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Leslie J. Fitzpatrick
Senior Vice President
