<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------- EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
_______ TRANSITION REPORT PURSUANT TO SECTION 13 OR (15d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM _________ TO _______________________________
COMMISSION FILE NUMBER 333-3200
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, SELLER
BANKAMERICA HOUSING SERVICES, AN UNINCORPORATED DIVISION
OF BANK OF AMERICA, FSB, SELLER AND SERVICER
(AS SELLERS OF CERTAIN MANUFACTURED HOUSING CONTRACTS
CONVEYED TO A CERTAIN TRUST WHICH TRUST ISSUED)
6.125% BANKAMERICA MANUFACTURED HOUSING CONTRACT TRUST
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1996-1, CLASS A-1
6.650% BANKAMERICA MANUFACTURED HOUSING CONTRACT TRUST
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1996-1, CLASS A-2
6.950% BANKAMERICA MANUFACTURED HOUSING CONTRACT TRUST
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1996-1, CLASS A-3
7.300% BANKAMERICA MANUFACTURED HOUSING CONTRACT TRUST
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1996-1, CLASS A-4
7.550% BANKAMERICA MANUFACTURED HOUSING CONTRACT TRUST
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1996-1, CLASS A-5
8.000% BANKAMERICA MANUFACTURED HOUSING CONTRACT TRUST
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1996-1, CLASS A-6
7.800% BANKAMERICA MANUFACTURED HOUSING CONTRACT TRUST
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1996-1, CLASS A-7
7.875% BANKAMERICA MANUFACTURED HOUSING CONTRACT TRUST
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1996-1, CLASS B-1
(PRINCIPAL AND INTEREST PAYABLE ON THE 10TH DAY OF EACH MONTH BEGINNING IN
JULY 1996)
- -------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION BANK OF AMERICA, FSB
<S> <C> <C> <C>
United States 94-1687665 United States 91-0221850
- ------------------------------ ------------------- ------------------------------ -------------------
State or other jurisdiction of (IRS Employer State or other jurisdiction of (IRS Employer
incorporation of organization Identification No.) incorporation of organization Identification No.)
555 California Street 555 California Street
San Francisco, California 94104 San Francisco, California 94104
- ---------------------------------------- --------- ---------------------------------------- ---------
(Address of principal executive offices) (Zip Code) (Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(415) 622-3530 (415) 622-2220
--------------- ---------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
NONE NONE
---- ----
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
NONE NONE
---- ----
</TABLE>
INDICATE BY CHECK MARK WHETHER THE REGISTRANT 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
-------- -------
AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT: NOT APPLICABLE.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
NUMBER OF SHARES OF REGISTRANT'S COMMON STOCK OUTSTANDING AS OF DECEMBER 31,
1996: NOT APPLICABLE.
<PAGE>
ITEM 1. BUSINESS
Bank of America National Trust and Savings Association and
BankAmerica Housing Services, an unincorporated division of Bank of America,
FSB (the "Registrants"), are filing this Annual Report on Form 10-K in their
capacity as Sellers of certain Manufactured Housing Contracts (the
"Contracts") conveyed to a trust (the "Series 1996-1 Trust"). The Series
1996-1 Trust issued 6.125% BankAmerica Manufactured Housing Contract Trust
Senior/Subordinate Pass-Through Certificates, Series 1996-1, Class A-1,
6.650% BankAmerica Manufactured Housing Contract Trust Senior/Subordinate
Pass-Through Certificates, Series 1996-1, Class A-2, 6.950% BankAmerica
Manufactured Housing Contract Trust Senior/Subordinate Pass-Through
Certificates, Series 1996-1, Class A-3, 7.300% BankAmerica Manufactured
Housing Contract Trust, Senior/Subordinate Pass-Through Certificates, Series
1996-1, Class A-4, 7.550% BankAmerica Manufactured Housing Contract Trust,
Senior/Subordinate Pass-Through Certificates, Series 1996-1, Class A-5,
8.000% BankAmerica Manufactured Housing Contract Trust, Senior/Subordinate
Pass-Through Certificates, Series 1996-1, Class A-6, 7.800% BankAmerica
Manufactured Housing Contract Trust, Senior/Subordinate Pass-Through
Certificates, Series 1996-1, Class A-7 and 7.875% BankAmerica Manufactured
Housing Contract Trust, Senior/Subordinate Pass-Through Certificates, Series
1996-1, Class B-1 (collectively, the "Certificates"), pursuant to a Pooling
and Servicing Agreement dated as of June 1, 1996, among Bank of America
National Trust and Savings Association, as Contract Seller, BankAmerica
Housing Services, an unincorporated division of Bank of America, FSB, as
Contract Seller and Servicer, and The First National Bank of Chicago, as
Trustee of the BankAmerica Manufactured Housing Contract Trust, Series 1996-1.
In filing this Annual Report on Form 10-K, the Registrants are
using a reduced disclosure format pursuant to a proposed "no action" letter
and exemptive order (the "Order"), requested from the Securities and
Exchange Commission on May 6, 1996, as supplemented by a revised request
letter submitted on September 16, 1996. The Order is pending.
ITEM 2. PROPERTIES
Pursuant to the terms of the Order, reference is hereby made to the
Annual Statement of Compliance delivered to the Trustee with respect to the
Series 1996-1 Trust (the "Annual Statement of Compliance"), filed as Exhibit
99.1 to this Annual Report on Form 10-K.
ITEM 3. LEGAL PROCEEDINGS
The Registrants were not parties to any material pending legal
proceedings during the period covered by this Annual Report and during such
period knew of no other material pending legal proceedings involving the
Series 1996-1 Trust or the Contracts contained in such Trust (the "Contract
Pool"), or with respect to the Contract Pool, the Trustee or the Servicer
other than ordinary routine litigation incidental to the Trustee's or the
Servicer's duties under the Pooling and Servicing Agreement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrants know of no vote or consent of holders of any
Certificate that was solicited for any purpose during the calendar year
covered by this Annual Report on Form 10-K.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a) There is no established public trading market for the
Certificates.
(b) As of December 31, 1996, the Certificates were held of record
by 1 Depository Trust Company Participant.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Annual Statement of Compliance with respect to the Series
1996-1 Trust for the period covered by this Annual Report appears as Exhibit
99.1 to this Annual Report on Form 10-K.
2
<PAGE>
The Annual Report on the Servicer's servicing activities for the
Series 1996-1 Trust, as prepared by an independent certified public
accountant, for the period covered by this Annual Report is included as
Exhibit 99.2 to this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
PART IV
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No transaction between the Series 1996-1 Trust and the holders of
the Certificates occurred during the period covered by this Annual Report on
Form 10-K, except routine distributions to such Certificate holders as
contemplated by the Pooling and Servicing Agreement.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 10-K
Pursuant to the Order, the Registrants include the following
exhibits to this Annual Report on Form 10-K:
EXHIBIT NO.
99.1 Annual Statement of Compliance with respect to the Series 1996-1
Trust for the year ended December 31, 1996.
99.2 Annual Servicing Report for the Series 1996-1 Trust for the year
ended December 31, 1996
99.3 Annual Report sent to Certificate holders for the Series 1996-1
Trust for the year ended December 31, 1996.
99.4 Selected Data from the Monthly Reports previously submitted on
Form 8-K, aggregated for the 1996 calendar year or as of the end
of the 1996 calendar year, as appropriate.
As also set forth in Item 4 hereto, no proxy statement, form of proxy or
other proxy soliciting material was sent to any of the holders of the
Certificate during the 1996 calendar year.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrants have duly caused this Annual
Report on Form 10-K to be signed on their behalf by the undersigned,
thereunto duly authorized.
Dated: March 26, 1997
/s/ John W. Wheeler
-------------------------------------
John W. Wheeler
Chairman of the Board and President
BankAmerica Housing Services
A Division of Bank of America, FSB
Executive Vice President
Bank of America NT&SA
3
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Pursuant to the requirements of the Securities Exchange Act of
1934, this Annual Report on Form 10-K has been signed below by the following
person on behalf of the Registrant and in the capacity and on the date
indicated.
Dated: March 26, 1997
/s/ John W. Wheeler
-------------------------------------
John W. Wheeler
Chairman of the Board and President
BankAmerica Housing Services
A Division of Bank of America, FSB
Executive Vice President
Bank of America NT&SA
4
<PAGE>
ANNUAL STATEMENT AS TO COMPLIANCE
The undersigned certifies that she is an Assistant Vice President of
BankAmerica Housing Services, a Division of Bank of America, FSB (the
"Servicer") and that, as such, she is duly authorized to execute and deliver
this certificate on behalf of the Servicer pursuant to Section 4.20 of the
Pooling and Servicing Agreement (the "Agreement"), dated as of June 1, 1996,
between Bank of America National Trust and Savings Association, as Contract
Seller, BankAmerica Housing Services, a Division of Bank of America, FSB, as
Contract Seller and Servicer, and The First National Bank of Chicago, as
Trustee (all capitalized terms used herein without definition having the
respective meanings specified in the Agreement), and further certifies that:
1. I have reviewed the activities of the Servicer during the
preceding calendar year and performance under the Agreement has
been made under my supervision; and
2. To the best of my knowledge, based on such review, the Servicer
has fulfilled all its obligations under the Agreement throughout
such year.
IN WITNESS WHEREOF, I have affixed hereunto my signature this 28th day of
February, 1997.
BANKAMERICA HOUSING SERVICES,
a Division of Bank of America, FSB
By /s/ Mary Churley
-------------------------------------------
Mary Churley
Assistant Vice President and Manager
Investor Servicing
5
<PAGE>
Independent Auditor's Report - Attestation on Management's Assertion
About Compliance With the Servicing Requirements of the
BankAmerica Manufactured Housing Contract Trust Senior/Subordinate
Pass-Through Certificates, Series 1996-1
Pooling and Servicing Agreement
BankAmerica Manufactured Housing Contract Trust
Senior/Subordinate Pass-Through Certificates, Series 1996-1
The First National Bank of Chicago, as Trustee
BankAmerica Housing Services, as Servicer:
We have examined the accompanying assertion made by management on BankAmerica
Housing Services' (BAHS) compliance, as servicer, with the servicing
requirements in Article IV of the related Pooling and Servicing Agreement
(the "Agreement") for the BankAmerica Manufactured Housing Contract Trust
Senior/Subordinate Pass-Through Certificates, Series 1996-1 dated as of June
1, 1996 among Bank of America National Trust and Savings Association, as
seller, and BAHS, as seller and servicer, and The First National Bank of
Chicago, as Trustee, for the year ended December 31, 1996. Management is
responsible for BAHS' compliance with the aforementioned section of the
Agreement. Our responsibility is to express an opinion on management's
assertion about BAHS' compliance based upon 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 BAHS' compliance with the
aforementioned sections of the Agreement 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 BAHS' compliance with those sections.
In our opinion, management's assertion that BAHS was in compliance with the
aforementioned section of the Agreement for the year ended December 31, 1996,
is fairly stated, in all material respects.
/s/ Ernst & Young LLP
January 31, 1997
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
<PAGE>
BANKAMERICA LETTERHEAD
March 27, 1997
Management Report on BankAmerica Housing Services'
Compliance, as Servicer, with the Servicing Requirements of the
BankAmerica Manufactured Housing Contract Trust
Senior/Subordinate Pass-Through Certificates, Series 1996-1
Pooling and Servicing Agreement
Management of BankAmerica Housing Services (BAHS), as Servicer, is
responsible for compliance with the servicing requirements outlined in
Article IV of the Pooling and Servicing Agreement (the "Agreement") for the
BankAmerica Manufactured Housing Contract Trust Senior/Subordinate
Pass/Through Certificates, Series 1996-1 dated as of June 1, 1996 among Bank
of America National Trust and Savings Association as a Contract Seller,
BankAmerica Housing Services, an unincorporated division of Bank of America,
FSB, as a Contract Seller and Servicer and The First National Bank of
Chicago, as the Trustee.
Management has performed an evaluation of BAHS' compliance with the
aforementioned section of the Agreement for the year ending December 31,
1996. Based upon this evaluation, management believes that, for the year
ending December 31, 1996, BAHS, as Servicer, was materially in compliance
with the aforementioned Article of the Agreement.
/s/ JOHN W. WHEELER
- --------------------------------
John W. Wheeler
Chairman and President
/s/ Martin McNabb
- --------------------------------
Martin McNabb
Executive Vice President and Senior Credit Officer
/s/ Mary Churley
- ---------------------------------
Mary Churley
Assistant Vice President and Manager, Investor Servicing
<PAGE>
FIRST The First National Bank of Chicago
CHICAGO
NBD One First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Telephone (312) 407-4889
Fax: (312) 407-1708
BANKAMERICA MANUFACTURED HOUSING CONTRACT TRUST
SENIOR/ SUBORDINATE PASS-THROUGH CERTIFICATES
SERIES 1996-1, INVESTOR NUMBER 19962001
AGGREGATE PAYMENT AMOUNTS FOR CALENDAR YEAR
JANUARY 1, 1996 THROUGH DECEMBER 31, 1996
<TABLE>
<CAPTION>
PRINCIPAL DISTRIBUTIONS: CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Scheduled Principal Reduction $2,715,936.57 $0.00 $0.00 $0.00 $0.00
Partial Principal Prepayments 639,148.29 0.00 0.00 0.00 0.00
Principal Prepayments In Full 5,006,167.37 0.00 0.00 0.00 0.00
Contract Liquidations 1,945,512.07 0.00 0.00 0.00 0.00
Contract Repurchases 0.00 0.00 0.00 0.00 0.00
Previously Undistributed Shortfalls 0.00 0.00 0.00 0.00 0.00
-------------- -------------- -------------- -------------- --------------
TOTAL PRINCIPAL DISTRIBUTION: $10,306,764.30 $0.00 $0.00 $0.00 $0.00
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
<CAPTION>
PRINCIPAL DISTRIBUTIONS: CLASS A-6 CLASS A-7 CLASS B-1 CLASS B-2
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Scheduled Principal Reduction $0.00 $0.00 $0.00 $0.00
Partial Principal Prepayments 0.00 0.00 0.00 0.00
Principal Prepayments In Full 0.00 0.00 0.00 0.00
Contract Liquidations 0.00 0.00 0.00 0.00
Contract Repurchases 0.00 0.00 0.00 0.00
Previously Undistributed Shortfalls 0.00 0.00 0.00 0.00
-------------- -------------- -------------- --------------
TOTAL PRINCIPAL DISTRIBUTION: $0.00 $0.00 $0.00 $0.00
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
<CAPTION>
INTEREST DISTRIBUTIONS: CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Interest Distribution Amount $1,545,043.46 $2,013,015.97 $823,644.50 $1,110,062.31 $1,254,438.78
Unpaid Interest Shortfall 0.00 0.00 0.00 0.00 0.00
-------------- -------------- -------------- -------------- --------------
TOTAL INTEREST DISTRIBUTION: $1,545,043.46 $2,013,015.97 $823,644.50 $1,110,062.31 $1,254,438.78
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
<CAPTION>
INTEREST DISTRIBUTIONS: CLASS A-6 CLASS A-7 CLASS B-1 CLASS B-2
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Interest Distribution Amount $1,261,866.69 $950,540.50 $705,645.92 $426,635.72
Unpaid Interest Shortfall 0.00 0.00 0.00 0.00
-------------- -------------- -------------- --------------
TOTAL INTEREST DISTRIBUTION: $1,261,866.69 $950,540.50 $705,645.92 $426,635.72
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
</TABLE>
7
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BankAmerica Manufactured Housing Contract Trust
Senior/ Subordinate Pass-Through Certificates
Series 1996-1, Investor Number 19962001
January 1, 1996 through December 31, 1996
<TABLE>
<CAPTION>
Class A-1 Class A-2 Class A-3 Class A-4 Class A-5
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
1996 Distribution Allocable to Principal $10,306,764.30 $0.00 $0.00 $0.00 $0.00
1996 Distributions Allocable to Interest $1,545,043.46 $2,013,015.97 $823,644.50 $1,110,062.31 $1,254,438.78
12/31/96 Remaining Principal Balance $36,822,235.70 $51,893,000.00 $20,316,000.00 $26,068,000.00 $28,483,000.00
<CAPTION>
Class A-6 Class A-7 Class B-1 Class B-2
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
1996 Distributions Allocable to Principal $0.00 $0.00 $0.00 $0.00
1996 Distributions Allocable to Interest $1,261,866.69 $950,540.50 $705,645.92 $426,635.72
12/31/96 Remaining Principal Balance $27,040,000.00 $20,891,000.00 $15,361,000.00 $8,604,417.44
</TABLE>
Number and aggregate remaining principal balance of Contracts
with payments delinquent:
Days Delinquent Number Aggregate Remaining Principal Balance
--------------- ------ -------------------------------------
31 - 59 136 $3,684,171.43
60 - 89 29 $787,779.17
90 or more 36 $927,836.03
Aggregate amount of servicing fees and expenses
payable out of the trust for 1996: $1,411,081.10
The number of Contracts that were repurchased
or replaced during 1996 0
1996 Aggregate Principal Balance of all Contracts
repossessed or foreclosed upon $3,274,198.71
The balance in the Reserve Account as of 12/31/96 $0.00
The Reserve Account Draw Amount required to be
paid during 1996 $0.00
1996 Cumulative Realized Losses $977,510.27
The amount of any outstanding Monthly Advance
Amount as of 12/31/96 $0.00
1996 amounts deposited to Reserve Account $0.00
The Pool Scheduled Principal Balance as of 96.5578296%
December 31, 1996, expressed as a percentage
of the Cut-Off Date Pool Principal Balance
The number of Manufactured Homes currently held by the
Servicer due to repossessions 44
and the aggregate principal balance of the related
defaulted Contracts $1,305,530.51
8
