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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 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 43-6752540
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Interstate Tower, 121 W. Trade 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, 1998, 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, 1998 $59,407,601
Pool Balance Factor as of December 31, 1998 0.20
Net Losses for the year ending December 31, 1998 $1,712,880
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Table 2. Delinquency Experience of Receivables as of December 31, 1998.
Dollar Amount As % of Receivables No. of Units
Outstandings $59,407,601 100% 10,250
Delinquencies 30-59 days $2,770,340 4.66% 398
Delinquencies 60-89 days $677,388 1.14% 97
Delinquencies 90 days or more $666,037 1.12% 81
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 1998, 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, 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 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/ 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
Page 1 of 2
Report of Independent Accountants
March 29, 1999
To the Board of Directors of NationsBank, N.A.
We have examined management's assertion about NationsBank, N.A.'s, a
wholly-owned subsidiary of BankAmerica corportaion, compliance with the
minimum servicing standards I-1, I-3, II-1 through II-4 (except as defined by
section 5.02 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
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Attestation Program for Mortgage Bankers ("USAP"), as applicable to the
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Agreement, as of and for the year ended December 31, 1998 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, 1998 is fairly stated, in all material respects.
/s/ Price Waterhouse Coopers LLP
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Price Waterhouse Coopers LLP
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Exhibit 99.1
Page 2 of 2
March 29, 1999
PricewaterhouseCoopers LLP
Bank of America Corporate Center
100 North Tryon Street, Suite 5400
Charlotte, North Carolina 28202
Ladies and Gentlemen
As of and for the year ended December 31, 1998, NationsBank, N.A., a
wholly-owned subsidiary of BankAmerica 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 5.02 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
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Attestation Program for Mortgage Bankers, as applicable to the Agreement, for
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the Boatmen's Auto Trust 1996-A securitization. As of and for this same period,
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BankAmerica Corporation had in effect a fidelity bond and errors and omissions
policy in the amount of $220 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/ Suzanne W. Castleberry /s/ William K. Kinyua
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Suzanne W. Castleberry William K. Kinyua
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
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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, 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
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 31st day of March, 1999.
By: /s/ SUZANNE CASTLEBERRY
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Suzanne Castleberry
Vice President
