Back to GetFilings.com
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, 2003
COMMISSION FILE NUMBER: 33-69572
Bank of America, National Association (USA) (as Servicer and on behalf of the
-----------------------------------------------------------------------------
NationsBank Credit Card Master Trust)
-------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
United States of America 51-0313900
- --------------------------- ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER ID)
INCORPORATION)
Blue Hen Corporate Center, Route 13, Dover, Delaware 19901
- ----------------------------------------------------------------
(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.
Introductory Note
-----------------
This Annual Report on Form 10-K is prepared in the reliance on the no-action
letter dated October 27, 1988 issued by the Securities and Exchange Commission
to Chemical Bank Credit Card Trust 1988-A.
Documents Incorporated by Reference. None.
PART I
-------
Item 1. Business
--------
Not Applicable.
Item 2. Properties
----------
Pursuant to 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 between Bank of America, National Association (USA),
Formerly NationsBank of Delaware, N.A., as Transferor and Servicer,
and The Bank of New York, as Trustee (the "Pooling Agreement"),
PricewaterhouseCoopers LLP has performed certain procedures in
connection with the Monthly Servicer's Certificates (the "Monthly
Certificates"). The Monthly Certificates contain information relating
to the receivables (the "Receivables") and the accounts from which
the Receivables arise (the "Accounts") and are prepared by the
Servicer and delivered to the Trustee pursuant to the Pooling
Agreement. The reports issued by PricewaterhouseCoopers LLP in
connection with the servicing activities of the Servicer, are attached
hereto as Exhibit 99.2. The Monthly Certificates containing information
relating to the Receivables and the Accounts are incorporated by
reference from the registrant's Current Reports on Form 8-K.
Pursuant to the Pooling Agreement, the Servicer has certified to the
Trustee as to the performance of its obligations under the Pooling
Agreement. This certificate is attached hereto as Exhibit 99.1.
Item 3. Legal Proceedings
------------------
The registrant knows of no material pending legal proceedings
involving the NationsBank Credit Card Master Trust, the Servicer
or the Trustee (in its capacity as such), other than routine litigation
incidental to its business.
Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------
None.
PART II
--------
Item 5. Market for Registrant's Common Equity and Related Stockholder
-------------------------------------------------------------------
Matters
--
The certificates representing investors' interests in the NationsBank Credit
Card Master Trust were 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 was 5 as of December 31, 2003.
To the best knowledge of the registrant, there is no established public trading
market for the Certificates.
Item 6. Selected Financial Data
-------------------------
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
-------------------------------------------------------------------
Results of Operations
--------------------
Not Applicable.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------------
Not Applicable.
Item 8. Financial Statements and Supplementary Data
-----------------------------------------------
Not Applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting and
-------------------------------------------------------------------
Financial Disclosure
------------------
None.
Item 9A. Controls and Procedures
-------------------------
Not Applicable.
PART III
---------
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------------
Not Applicable.
Item 11. Executive Compensation.
------------------------
Not Applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
------------------------------------------------------------------
Related Stockholder Matters
-----------------------------
The Certificates of each Class representing investors' interests in the
NationsBank Credit Card Master Trust were 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.
was 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
December 31, 2003. Such direct participants held Certificates for their own
accounts or for the accounts of their customers. At December 31, 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 B
Participant Quantity Percentage
- ----------------------------------- ------------ -----------
Bank of New York $ 12,700,000 39.79%
One Wall Street
New York, NY 10286
- ------------------------------------
JP Morgan Chase Bank $ 11,915,000 37.33%
14201 Dallas Pkwy
Dallas, TX 75254
- ------------------------------------
Mellon Trust of New England $ 3,500,000 10.97%
525 William Penn Place
Suite 3418
Pittsburgh, PA 15259
- ------------------------------------
State Street Bank and Trust Company $ 2,800,000 8.77%
1776 Heritage Drive
No. Quincy, MA 02171
- ------------------------------------
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
----------------------------------------------
There have not been, and there are not currently proposed, to the best knowledge
of the registrant, any transaction or series of transactions, to which either
the NationsBank Credit Card Master Trust, the Transferor, the Servicer, or the
Trustee, on behalf of the Trust, is a party with any Certificateholder who owns
of record or beneficially more than five percent of the Certificates.
Item 14. Principal Accountant Fees and Services
------------------------------------------
Not Applicable.
PART IV
--------
Item 15. Exhibits, Financial Statements Schedules, and Reports on Form 8-K
------------------------------------------------------------------
(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 2003,
including the Certificateholders' Statements for each due period provided to The
Bank of New York, as Trustee.
DATE OF REPORTS ON FORM 8-K
---------------------------
January 15, 2003
February 15, 2003
March 17, 2003
April 15, 2003
May 15, 2003
June 15, 2003
July 15, 2003
August 15, 2003
September 15, 2003
October 15, 2003
November 15, 2003
December 15, 2003
(c) See Item 15 (a) (3) above.
(c) 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 hereunto duly authorized.
BANK OF AMERICA, National Association (USA), as Servicer on Behalf of the
NationsBank Credit Card Master Trust
By: /s/_Leslie Fitzpatrick______________________
-----------------------------------------------
Leslie Fitzpatrick
Senior Vice President
Bank of America, National Association (USA)
Duly Authorized Officer)
Date: 3/30/2004
------------
NATIONSBANK CREDIT CARD MASTER TRUST
Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
-----------------------------------------------------------------------
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 30, 2004
/s/ Leslie Fitzpatrick
_____________________________
Leslie Fitzpatrick
Senior Vice President
Bank of America, National Association (USA)
(Duly Authorized Officer)
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- --------------------------------------
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
------------------------------------
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 29, 2004, 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 29, 2004, 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 30th day of March, 2004.
By:/s/ Leslie Fitzpatrick
________________________
Leslie Fitzpatrick
Senior Vice President
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 29, 2004, in compliance with NationsBank
Credit Card Master Trust Pooling and Servicing Agreement dated December 1, 1993,
as amended June 4, 1996 and 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),
4.1(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, 2003
to February 29, 2004 for the Series 1993-2 and the Series 1996-1 (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 management's assertions based
on our examinations.
Our examinations were conducted in accordance with attestation 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 29, 2004. 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, 2003 to
February 29, 2004 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 system, 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 29, 2004, 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, 2003 to February 29, 2004, are
fairly stated, in all material respects for the Series.
/s/ PricewaterhouseCoopers LLP
March 30, 2004
Exhibit 99.3
March 30, 2004
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 over safeguarding of assets in compliance with the Agreement as of February
29, 2004. 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 29, 2004 and that
for the period March 1, 2003 to February 29, 2004 the Company was in compliance
with the Agreement in all material respects.
/s/ Robert S. Hull /s/ Joe Palermo
_____________________ __________________________
Robert S. Hull Joe Palermo
Senior Vice President Senior Vice President
/s/ Leslie Fitzpatrick
___________________
Leslie Fitzpatrick
Senior Vice President