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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event report): June 11, 1996
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BANK OF AMERICA BANK OF AMERICA, FSB
NATIONAL TRUST AND
SAVINGS ASSOCIATION
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(EXACT NAME OF REGISTRANTS AS SPECIFIED IN CHARTER)
United States United States
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(STATE OF OTHER JURISDICTION OF INCORPORATION)
333-3200
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(COMMISSION FILE NUMBER)
94-1687665 91-0221850
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(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
555 California Street 555 California Street
San Francisco, CA 94104 San Francisco, CA 94104
(415) 622-3530 (415) 622-2220
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(ADDRESS AND TELEPHONE NUMBER OF REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
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Item 5. OTHER EVENTS
FILING OF COMPUTATIONAL MATERIALS.*
In connection with the offering of BankAmerica Manufactured Housing
Contract Trust Senior/Subordinate Pass-Through Certificates, Series 1996-1
(the "Publicly Offered Certificates"), each of Morgan Stanley & Co.
Incorporated and Greenwich Capital Markets, Inc., as underwriters of the
Publicly Offered Certificates, has prepared certain additional materials (the
"Computational Materials") for distribution to potential investors in the
offering.
For purposes of this Form 8-K, Computational Materials shall mean
computer generated materials or charts displaying, with respect to the
Publicly Offered Certificates, any of the following: yield, average life,
duration, expected maturity, interest rate sensitivity, loss sensitivity,
cash flow characteristics, background information regarding the loans, the
proposed structure, decrement tables, or similar information (tabular or
otherwise) of a statistical, mathematical, tabular or computational nature.
Certain of the Computational Materials prepared by Morgan Stanley & Co.
Incorporated and by Greenwich Capital Markets, Inc. are attached hereto as
Exhibits 99.1 and 99.2, respectively. Certain other Computational Materials
are being filed concurrently in paper format, pursuant to a continuing
hardship exemption under Rule 202 of Regulation S-T.
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* Capitalized terms used herein without definition shall have the meanings
assigned to them in the Preliminary Prospectus Supplement and related
Prospectus, both dated June 3, 1995, of the Registrants relating to the
Publicly Offered Certificates.
2
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1 Additional Computational Materials prepared by Morgan Stanley &
Co. Incorporated.
99.2 Additional Computational Materials prepared by Greenwich Capital
Markets, Inc.
3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
BANK OF AMERICA, FSB
By: /s/ John W. Wheeler
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John W. Wheeler*
Dated: June 11, 1996.
San Diego, California
* Mr. Wheeler is an Executive Vice President of Bank of America National Trust
and Savings Association and President and Division Chief Executive Officer of
Bank of America, FSB.
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EXHIBIT INDEX
(ENTRIES FOLLOWED BY (P) ARE BEING FILED IN PAPER FORMAT PURSUANT TO A
CONTINUING HARDSHIP EXEMPTION GRANTED UNDER RULE 202 OF REGULATION S-T)
Exhibit Page
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99.1 Additional Computational Materials prepared by Morgan Stanley &
Co. Incorporated 7
(a) Morgan Stanley & Co. Incorporated Cover Page
(b) Tables of Cash Flows at Different Prepayment Speeds for the
Class A-1 Certificates (P)
(c) Tables of Cash Flows at Different Balances for Class B-1
Certificates (P)
(d) Price/Yield Tables for Class A-3 Certificates (P)
(e) Collateral Reports by: (P)
1. OTerm
2. Current Balance
3. Coupon
4. LTV
5. New/Used
6. Original Balance
7. Origination Month
8. Origination Year
9. RTerm
10. State
5
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Exhibit Page
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99.2 Additional Computational Materials prepared by Greenwich
Capital Markets, Inc. 9
(a) Greenwich Capital Markets, Inc. Cover Page
(b) Price/Yield Tables for Class A-1, A-2, A-3, A-4, A-5,
A-6, A-7 and B-1 Certificates (P)
6
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Exhibit 99.1
$237,181,000 (Approximate)
BankAmerica Manufactured Housing Contract Trust
Senior/Subordinate Pass-Through Certificates, Series 1996-1
Bank of America National Trust and Savings Association
BankAmerica Housing Services, an unincorporated division of Bank of America, FSB
Sellers
BankAmerica Housing Services, an unincorporated division of Bank of America, FSB
Servicer
<TABLE>
<CAPTION>
<S> <C> <C> <C>
$47,129,000 (Approximate) 6.125% A-1
$51,893,000 (Approximate) 6.650% A-2
$20,316,000 (Approximate) 6.950% A-3
$26,068,000 (Approximate) 7.300% A-4
$28,483,000 (Approximate) 7.550% A-5
$27,040,000 (Approximate) 8.000% A-6
$20,891,000 (Approximate) 7.800% A-7
$15,361,000 (Approximate) 7.875% B-1
</TABLE>
This information has been prepared in connection with the issuance of
securities representing interests in the above trust, and is based in part on
information provided by BankAmerica Housing Services, an unincorporated division
of Bank of America, FSB, with respect to the expected characteristics of the
pool of manufactured housing contracts in which these securities will represent
undivided beneficial interests. The actual characteristics and performance of
the manufactured housing contracts will differ from the assumptions used in
preparing these materials, which are hypothetical in nature. Changes in the
assumptions may have a material impact on the information set forth in these
materials. No representation is made that any performance or return indicated
herein will be achieved. For example, it is very unlikely that manufactured
housing contracts will prepay at a constant rate or following a predictable
pattern. This information may not be used or otherwise disseminated in
connection with the offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities to you to the
extent set forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to participate in any
particular trading strategy. ANY SUCH OFFER, OR SOLICITATION OF AN OFFER, TO
BUY OR SELL ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND
PROSPECTUS SUPPLEMENT PREPARED BY THE SELLERS WHICH WOULD CONTAIN MATERIAL
INFORMATION NOT CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS
SUPPLEMENT WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY
OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE
SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY
CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH
SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. In the event of any such offering,
these materials, including any description of the manufactured housing contracts
contained herein, shall be deemed superseded in their entirety by such
Prospectus and Prospectus Supplement. To Our Readers Worldwide: In addition,
please note that this information has been provided by Morgan Stanley & Co.
Incorporated and approved by Morgan Stanley & Co. International Limited, a
member of the Securities and Futures Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY
THE U.K. SECURITIES AND FUTURES AUTHORITY.
FOR PURPOSES OF THE COMPUTATIONAL MATERIALS, THE CUT-OFF DATE IS JUNE 1, 1996.
<PAGE>
Exhibit 99.2
$237,181,000 (APPROXIMATE)
BANKAMERICA MANUFACTURED HOUSING CONTRACT TRUST
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1996-1
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
BANKAMERICA HOUSING SERVICES, AN UNINCORPORATED DIVISION OF BANK OF AMERICA, FSB
SELLERS
BANKAMERICA HOUSING SERVICES, AN UNINCORPORATED DIVISION OF BANK OF AMERICA, FSB
SERVICER
<TABLE>
<CAPTION>
<S> <C> <C> <C>
$47,129,000 (Approximate) 6.125% A-1
$51,893,000 (Approximate) 6.65 % A-2
$20,316,000 (Approximate) 6.95 % A-3
$26,068,000 (Approximate) 7.30 % A-4
$28,483,000 (Approximate) 7.55 % A-5
$27,040,000 (Approximate) 8.00 % A-6
$20,891,000 (Approximate) 7.80 % A-7
$15,361,000 (Approximate) 7.875% B-1
</TABLE>
The attached information (the "Computational Materials") is privileged and
confidential and is being provided by Greenwich Capital Markets, Inc. for use by
the addressee only. These Computational Materials have been prepared in
connection with the issuance of the securities described therein which represent
undivided beneficial interests in a certain pool of manufactured housing
contracts (the "Pool"). These Computational Materials are based in part on
information provided by BankAmerica Housing Services, a division of Bank of
America, FSB, with respect to the expected characteristics of the Pool. These
materials may not be provided to any third party other than the addressee's
legal, tax, financial and/or accounting advisors for the purposes of evaluating
said material.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be reflected therein. NO ASSURANCE CAN BE GIVEN AND NO
REPRESENTATION IS MADE AS TO THE ACCURACY, APPROPRIATENESS OR COMPLETENESS OF
THESE MATERIALS IN ANY PARTICULAR CONTEXT, NOR AS TO WHETHER THE COMPUTATIONAL
MATERIALS AND/OR THE ASSUMPTIONS UPON WHICH THEY ARE BASED REFLECT PRESENT
MARKET CONDITIONS OR FUTURE MARKET PERFORMANCE. These Computational Materials
should not be construed as either projections or predictions or as legal, tax,
financial or accounting advice.
Any weighted average lives and principal payment periods shown in the
Computational Materials are based on prepayment assumptions, and changes in such
prepayment assumptions may dramatically affect such weighted average lives or
principal payment periods. In addition, it is possible that prepayments on the
underlying assets will occur at rates slower or faster than the rates shown in
the attached Computational Materials. Furthermore, unless otherwise provided,
the Computational Materials assume no losses on the underlying assets and no
interest shortfall. The actual characteristics and performance of the
manufactured housing contracts will differ from the assumptions used in
preparing these materials, which are hypothetical in nature. Changes in the
assumptions may have a material impact on the information set forth in these
materials. The principal amount and designation of any security described in
the Computational Materials are subject to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
securities discussed in this communication has been filed with the Securities
and Exchange Commission and is effective, the final prospectus supplement
relating to the securities discussed in this communication has not yet been
filed with the Securities and Exchange Commission. These materials do not
constitute an offer to sell or the solicitation of an offer to buy any security
or instrument or to participate in any particular trading strategy, nor shall
there be any sale of the securities discussed in this communication in any state
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus supplement relating
to the securities discussed in this communication for definitive Computational
Materials and any matter discussed in this communication. In the event of any
such offering, these Computational Materials, including any description of the
manufactured housing contracts contained herein, shall be deemed superseded, in
their entirety, by the final prospectus supplement. A final prospectus and
prospectus supplement may be obtained by contacting the Greenwich Capital
Markets, Inc. Trading Desk at (203) 625-6160.
Please be advised that asset-backed securities may not be appropriate for all
investors. Potential investors must be willing to assume, among other things,
market price volatility, prepayments, yield curve and interest rate risks.
Investors should make every effort to consider the risks of these securities.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
