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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
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, 2001
Commission file number 33-69572
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Bank of America, National Association (U.S.A) (as Servicer and on behalf of the
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NationsBank Credit Card Master Trust)
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(Exact name of registrant as specified in its charter)
United States of America 51-0313900
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Blue Hen Corporate Center, Route 13, Dover, Delaware 19901
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(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area code (302) 672-4321
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.
PART I
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Item 1. Business
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Not applicable.
Item 2. Properties
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Not applicable.
Item 3. Legal Proceedings
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There are no material pending legal proceedings with respect to
NationsBank Credit Card Master Trust (the "Trust") involving
the Trust, The Bank of New York, as Trustee, or Bank of America,
National Association (U.S.A.), as Servicer, other than ordinary
routine litigation incidental to the Trust assets or the Trustee's
or the Servicer's duties under the applicable Pooling 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 Certificates.
(b) Holders. Since each of the Certificates was issued in book
entry form only, there is only one holder of record of each
Series of 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.
Item 12. Security Ownership of Certain Beneficial Owners and Management
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The Certificates are represented by one or more certificates
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 certificate representing such interest
except in limited circumstances. Accordingly, Cede & Co. is the
sole holder of record of the Certificates, which it holds on behalf
of brokers, dealers, banks and other participants in the DTC system.
Such participants may hold certificates 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
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
Bank of America, National Association (U.S.A.), as Servicer, is a
party with any Certificateholder, or any member of the immediate
family of any such Certificateholder, who, to the knowledge of the
Servicer, owns of record or beneficially more than five percent of
the 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 Servicer's Certificate
99.2 Report of Independent Accountants
(b) Reports on Form 8-K.
As Servicer and on behalf of the NationsBank Credit Card
Master Trust, Bank of America, National Association (U.S.A.)
filed a Current Report on Form 8-K pursuant to Items 5 and 7
for the following monthly distribution dates during 2001,
including the Certificateholder's Statements for each due
period provided to The Bank of New York, as Trustee.
Dates of Reports on Form 8-K
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January 16, 2001
February 15, 2001
March 15, 2001
April 15, 2001
May 15, 2001
June 15, 2001
July 16, 2001
August 15, 2001
September 17, 2001
October 15, 2001
November 15, 2001
December 17, 2001
(c) The exhibits filed as part of this report are listed in the
Index to Exhibits on page 5.
(d) Not applicable.
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.
Bank of America, National Association (U.S.A.),
as Servicer and on behalf of
NationsBank Credit Card Master Trust
By: /s/ Leslie J. Fitzpatrick
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Leslie J. Fitzpatrick
Senior Vice President
(Duly Authorized Officer)
Date: 3/29/2002
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
99.1 Annual Servicer's Certificate
99.2 Report of Independent Accountants
Exhibit 99.1
Page 1 of 1
Annual Servicer's Certificate
Bank of America, National Association (U.S.A.)
NationsBank Credit Card Master Trust
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The undersigned, a duly authorized representative of Bank of America,
National Association (U.S.A.), as Successor Servicer ("Bank of America"),
pursuant to the Master Pooling and Servicing Agreement dated as of December 1,
1993, as amended June 4, 1996 and March 31, 1997, (the "Pooling and Servicing
Agreement") between NationsBank, as Transferor and Servicer, and The Bank of New
York, as Trustee, does hereby certify that:
1. Capitalized terms used in this Officer's Certificate have their
respective meanings set forth in the Pooling and Servicing Agreement.
2. Bank of America is as of the date hereof the Servicer under the Pooling
and Servicing Agreement.
3. The undersigned is duly authorized pursuant to the Pooling and Servicing
Agreement to execute and deliver this Officer's Certificate to the
Trustee.
4. The certificate is delivered pursuant to Section 3.5 of the Pooling and
Servicing Agreement.
5. A review of the activities of the Servicer during the during the calendar
year ended December 31, 2001, and of its performance under the Pooling
and Servicing Agreement was made under my supervision.
6. Based on such review, to the best of the undersigned's knowledge, the
Servicer has fully performed all its obligations under the Pooling and
Servicing Agreement throughout such calendar year and no event which,
with the giving of notice or passage of time or both, would constitute
a Servicer Default has occurred or is continuing except as set forth
in paragraph 7 below.
7. The following is a description of each Servicer Default under the
provisions of the Pooling and Servicing Agreement known to me to have been
made during the calendar year ended December 31, 2001, which sets forth in
detail the (i) nature of each such Servicer Default, (ii) the action taken
by the Servicer, if any, to remedy each such Servicer Default and (iii)
the current status of each such Servicer Default: None.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Servicer, has duly executed this Certificate this 29th day of
March, 2002.
By: /s/ Leslie J. Fitzpatrick
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Leslie J. Fitzpatrick
Senior Vice President
Exhibit 99.2
Page 1 of 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Bank of America, N.A. (USA)
We have examined management's assertion, included in the accompanying Report of
Management on Compliance with Master Pooling and Servicing Agreement, that Bank
of America, N.A. (USA), formerly NationsBank of Delaware, N.A., (the "Company")
maintained an effective system of internal control over servicing of accounts
and over safeguarding of assets against unauthorized acquisition, use or
disposition for the year ended February 28, 2002, in accordance with the
NationsBank Credit Card Master Trust Pooling and Servicing Agreement dated
December 1, 1993, as amended March 31, 1997 and including the Series 1993-2 and
the Series 1996-1 Supplements (collectively, the "Agreement"), between the
Company, as Transferor and Servicer, and The Bank of New York, as Trustee. We
have also examined management's assertion, included in the accompanying Report
of Management on Compliance with Master Pooling and Servicing Agreement, about
the Company's compliance with sections 3.1(b-c, e), 3.2, 3.4(c), 3.5, 3.8, 3.9,
4.1(a, c-f), 4.3, 4.4(a-c), 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, and 8.8 -
and as to sections 4.13, 4.14, 4.15, 4.16 and 4.17 with respect to the Series
1996-1 Supplement and as to section 13.5 where applicable in the previously
delineated sections and except for references from such sections to a section
(and references therefrom) in Article III or Article IV not specifically
delineated herein - of the Agreement for the period March 1, 2001 to February
28, 2002 for the Series 1993-2 and the Series 1996-1 (collectively, the
"Series"). The Company's management is responsible for maintaining an effective
system of internal control over servicing of accounts and over safeguarding of
assets against unauthorized acquisition, use or disposition in compliance with
the Agreement. Our responsibility is to express an opinion on the assertions
based on our examination.
Our examinations were conducted in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of the Company's internal control over servicing and
evaluating the design and operating effectiveness of internal control as of
February 28, 2002. Our examinations also included examining, on a test basis,
evidence about the Company's compliance with the aforementioned sections of the
Agreement for the period March 1, 2001 to February 28, 2002 for the Series and
performing such other procedures as we considered necessary in the
circumstances. We believe that our examinations provide a reasonable basis for
our opinion.
Because of inherent limitations in any internal control, misstatements due to
error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal control over compliance with the specified
requirements of the Agreement to future periods are subject to the risk that the
internal control may become inadequate because of changes in conditions, or that
the degree of compliance with the policies and procedures may deteriorate.
In our opinion, management's assertions that the Company maintained an effective
system of internal control over servicing as of February 28, 2002, based upon
the criteria for effective internal control described in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission, and that the Company complied with the aforementioned
sections of the Agreement for the period March 1, 2001 to February 28, 2002, are
fairly stated, in all material respects for the Series.
March 1, 2002
Exhibit 99.2
Page 3 of 3
March 1, 2002
REPORT OF MANAGEMENT ON COMPLIANCE WITH
MASTER POOLING AND SERVICING AGREEMENT
The management of Bank of America, N.A. (USA), formerly NationsBank of Delaware,
N.A., (the "Company") is responsible for establishing and maintaining an
effective system of internal control over servicing of accounts and over
safeguarding of assets against unauthorized acquisition, use or disposition in
compliance with NationsBank Credit Card Master Trust Master Pooling and
Servicing Agreement dated December 1, 1993, as amended March 31, 1997, including
the Series 1993-2 and the Series 1996-1 Supplements (collectively, the
"Agreement"), between the Company, as Transferor and Servicer, and The Bank of
New York, as Trustee. The system contains monitoring mechanisms, with actions
taken to correct identified deficiencies. Even an effective internal control
system, no matter how well designed, has inherent limitations, including the
possibility of human error and the circumvention or overriding of controls, and
therefore, can provide only reasonable assurance with respect to the servicing
of accounts and the safeguarding of assets against unauthorized acquisition, use
or disposition in compliance with the Agreement. Further, because of changes in
conditions, the effectiveness of an internal control system may vary over time.
Management has assessed its internal control system over servicing of accounts
and over safeguarding of assets in compliance with the Agreement as of February
28, 2002. This assessment was based on criteria for effective internal control
described in Internal Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission, insofar as such criteria
related to servicing of accounts and safeguarding of assets in compliance with
the Agreement. Based on this assessment, management believes that the Company
maintained an effective system of internal control over servicing of accounts
and over safeguarding of assets against unauthorized acquisition, use or
disposition in compliance with the Agreement as of February 28, 2002 and that
for the period March 1, 2001 to February 28, 2002 the Company was in compliance
with the Agreement in all material respects.
/s/Terry L. Schappert /s/Cynthia A. Brimacombe
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Terry L. Schappert Cynthia A. Brimacombe
Senior Vice President Vice President
/s/Victoria Jahanbani
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Victoria Jahanbani
Vice President