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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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, 2002
COMMISSION FILE NUMBER: 33-69572
Bank of America, National Association (USA) (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 CHARTER)
United States of America 51-0313900
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER ID)
INCORPORATION)
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:
Class A Series 1993-2 Fixed Rate Asset Backed Certificates
Class B Series 1993-2 Fixed Rate Asset Backed Certificates
Class A Series 1996-1 Floating Rate Asset Backed Certificates
Class B Series 1996-1 Floating Rate Asset Backed Certificates
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 and 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 the 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].
Indicated by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X].
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the registrant's most recently completed second
fiscal quarter. 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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Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
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Not Applicable.
PART II
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Item 5. Market for Registrant's Common Equity and Related Stockholder
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Matters
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The certificates representing investors' interests in the
NationsBank Credit Card Master Trust are represented by one or
more Certificates registered in the name of Cede & Co., the nominee
of the Depository Trust Company. The number of direct DTC
participants shown on DTC's records as holding beneficial ownership
interests in the certificates is 91 as of December 31, 2002
To the best knowledge of the registrant, there is no established
public trading market for the Certificates.
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 7A. Quantitative and Qualitative Disclosures About Market Risk
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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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Not Applicable.
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 and
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Related Stockholder Matters
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The Certificates of each Class representing investors' interests
in the NationsBank Credit Card Master Trust 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 NationsBank Credit Card Master Trust is not
entitled to receive a certificate representing such interest except
in certain limited circumstances. Accordingly, Cede & Co. is the
sole holder of record of the Certificates, which it held on behalf
of brokers, dealers, banks and other direct participants in the
DTC system at February 28, 2003. Such direct participants may hold
Certificates for their own accounts or for the accounts of their
customers. At February 28, 2003, the following direct DTC
participants held positions in the Certificates representing
interests in the NationsBank Credit Card Master Trust equal to or
exceeding 5% of the total principal amount of the Certificates of
each Class outstanding on the date:
SERIES 1993-2
CLASS A
Participant Quantity Percentage
- ----------------------------------- ------------ -----------
JP Morgan Chase Bank $ 64,440,000 12.89%
14201 Dallas Pkwy
Dallas, TX 75254
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Boston Safe Deposit and Trust Company $ 62,405,000 12.48%
525 William Penn Place Suite 3148
Pittsburgh, PA 15259
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Deutsche Bank Trust Company Americas $ 59,615,000 11.92%
638 Grassmere Park Road
Nashville, TN 37211
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Bank of New York $ 55,321,000 11.06%
One Wall Street
New York, NY 10286
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Citibank, N.A. $ 50,655,000 10.13%
3800 Citibank Center B3-15
Tampa, FL 33610
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State Street Bank and Trust Company $ 50,067,000 10.01%
1776 Heritage Drive
No. Quincy, MA 02171
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SERIES 1993-2
CLASS B
Participant Quantity Percentage
- ------------------------------------ ------------ -----------
Bank of New York $ 12,200,000 38.23%
One Wall Street
New York, NY 10286
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JP Morgan Chase Bank $ 11,915,000 37.33%
14201 Dallas Pkwy
Dallas, TX 75254
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Boston Safe Deposit and Trust Company $ 3,500,000 10.97%
525 William Penn Place Suite 3148
Pittsburgh, PA 15259
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State Street Bank and Trust Company $ 3,000,000 9.40%
1776 Heritage Drive
No. Quincy, MA 02171
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SERIES 1996-1
CLASS A
Participant Quantity Percentage
- ------------------------------------ ------------ -----------
Citibank, N.A. $153,635,000 20.32%
3800 Citibank Center B3-15
Tampa, FL 33610
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State Street Bank and Trust Company $145,220,000 19.21%
1776 Heritage Drive
No. Quincy, MA 02171
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JP Morgan Chase Bank $123,840,000 16.38%
14201 Dallas Pkwy
Dallas, TX 75254
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Bank of New York $111,015,000 14.68%
One Wall Street
New York, NY 10286
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Deutsche Bank Trust Company Americas $ 44,700,000 5.91%
638 Grassmere Park Road
Nashville, TN 37211
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Wells Fargo Bank Minnesota, N.A. $ 43,000,000 5.69%
51 Mercedes Way
Edgewood, NY 11717
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SERIES 1996-1
CLASS B
Participant Quantity Percentage
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Mizuho Trust & Banking Co. (USA) $ 53,000,000 90.60%
666 Fifth Avenue
New, York NY 10103
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Citibank, N.A. $ 5,000,000 8.55%
3800 Citibank Center B3-15
Tampa, FL 33610
The address of Cede & Co. is:
Cede & Co.
C/O The Depository Trust Company
55 Water Street
New York, NY 10041
Item 13. Certain Relations and Related Transactions
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Not Applicable.
Item 14. Controls and Procedures
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Not Applicable.
PART IV
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Item 15. Exhibits, Financial Statements Schedules, and Reports on Form 8-K
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(a) The following documents are filed as part of this report.
1. Not applicable.
2. Not applicable
3. Exhibits
99.1 Annual Servicer's Certificate
99.2 Report of Independent Accountants
99.3 Report of Management on Compliance with
Pooling and Servicing Agreement
(b) Reports on Form 8-K.
As Servicer and on behalf of the NationsBank Credit Card
Master Trust, Bank of America, National Association (USA)
filed a Current Report on Form 8-K pursuant to Items 5 and 7
for the following monthly distribution dates during 2002,
including the Certificateholders' Statements for each due
period provided to The Bank of New York, as Trustee.
DATE OF REPORTS ON FORM 8-K
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January 15, 2002
February 15, 2002
March 15, 2002
April 15, 2002
May 15, 2002
June 17, 2002
July 15, 2002
August 15, 2002
September 16, 2002
October 15, 2002
November 15, 2002
December 16, 2002
(c) See Item 15 (a) (3) above.
(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 (USA), as Servicer on Behalf of the
NationsBank Credit Card Master Trust
By: /s/ Leslie J. Fitzpatrick
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Leslie J. Fitzpatrick
Senior Vice President
Bank of America, National Association (USA)
Duly Authorized Officer)
Date: 3/31/2003
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NATIONSBANK CREDIT CARD MASTER TRUST
Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
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I, Leslie J. Fitzpatrick, a duly authorized representative of Bank of America,
National Association (USA), formerly NationsBank of Delaware, N.A., certify
that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form
8-K containing distribution or servicing reports filed in respect of
periods included in the year covered by this annual report, of the
NationsBank Credit Card Master Trust;
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of material fact or omit to
state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading as of the last day of the period covered by this annual
report;
3. Based on my knowledge, the distribution of servicing information required
to be provided to the trustee by the servicer under the pooling and
servicing, or similar, agreement, for inclusion in these reports is
included in these reports;
4. I am responsible for reviewing the activities performed by the servicer
under the pooling and servicing, or similar, agreement and based
upon my knowledge and the annual compliance review required under that
agreement, and except as disclosed in the reports, the servicer has
fulfilled its obligations under that agreement; and
5. The reports disclose all significant deficiencies relating to the
servicer's compliance with the minimum servicing standards based upon the
report provided by an independent public accountant, after conducting
a review in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar procedure, as set forth in the pooling
and servicing, or similar, agreement, that is included in these reports.
March 31, 2003
/s/ Leslie J. Fitzpatrick
_____________________________
Leslie J. Fitzpatrick
Senior Vice President
Bank of America, National Association (USA)
(Duly Authorized Officer)
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99.1 Annual Servicer's Certificate
99.2 Report of Independent Accountants
99.3 Report of Management on Compliance with Master
Pooling and Servicing Agreement
Exhibit 99.1
Annual Servicer's Certificate
Bank of America, National Association (USA)
NationsBank Credit Card Master Trust
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The undersigned, a duly authorized representative of Bank of America,
National Association (USA) (the "Company"), as Servicer 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 the Company, 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 fourth in the Pooling and Servicing Agreement.
2. The Company 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. This 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 twelve-month period
ended February 28, 2003, 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 twelve-month period 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 twelve-month period ended February 28, 2003, which
sets forth in the 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 31st day of March, 2003.
By:/s/ Leslie J. Fitzpatrick
________________________
Leslie J. Fitzpatrick
Senior Vice President
Exhibit 99.2
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, National Association (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, 2003, in
accordance with the NationsBank Credit Card Master Trust Master 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, 2002 to February 28, 2003 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 (hereafter referred to as
"servicing") and for compliance with the aforementioned sections of 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, 2003. 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, 2002 to February 28, 2003 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, 2003,
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, 2002
to February 28, 2003, are fairly stated, in all material respects for the
Series.
/s/ PricewaterhouseCoopers LLP
March 13, 2003
Exhibit 99.3
March 31, 2003
REPORT OF MANAGEMENT ON COMPLIANCE WITH
MASTER POOLING AND SERVICING AGREEMENT
The management of Bank of America, National Association (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 the NationsBank Credit Card Master Trust
Master Pooling and Servicing Agreement dated December 1, 1993, as amended June
4, 1996 and 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 ver safeguarding of assets in compliance with the Agreement as of February
28, 003. 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, 2003 and that
for he period March 1, 2002 to February 28, 2003 the Company was in compliance
with the Agreement in all material respects.
/s/ Robert S. Hull /s/ Gary S. Sunstrom
_____________________ __________________________
Robert S. Hull Gary S. Sunstrom
Senior Vice President Vice President
/s/ Amy S. Clay
___________________
Amy S. Clay
Senior Vice President