Exhibit 99.1
Independent Accountants' Report
Board of Directors
The BoatmenOs National Bank of St. Louis
We have examined management's assertion that The Boatmen's National Bank of St.
Louis (the Bank) complied with the minimum servicing standards set forth in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers (USAP) to the extent the procedures in such program are
applicable to its servicing obligations for automobile loans serviced for
others, during the year ended December 31, 1996, included in the accompanying
report titled Report of Management. Management is responsible for the Bank's
compliance with those requirements. Our responsibility is to express an opinion
on management's assertion about the Bank's compliance based on 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 the Bank's compliance with those
requirements 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 the
Bank's compliance with specified requirements.
In our opinion, management's assertion that The Boatmen's National Bank of St.
Louis complied with the aforementioned requirements applicable to its servicing
obligations for automobile loans serviced for others during the year ended
December 31, 1996, is fairly stated, in all material respects.
/s/ Ernst & Young LLP
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St. Louis, Missouri
February 17, 1997
Exhibit 99.1
Report of Management
We, as members of management of The Boatmen's National Bank of St. Louis (the
Bank), are responsible for complying with the minimum servicing standards as set
forth in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers (USAP) to the extent the procedures in
such program are applicable to its servicing obligations for automobile loans
serviced for others. We are also responsible for establishing and maintaining
effective internal control over compliance with these standards. We have
performed an evaluation of the Bank's compliance with the minimum servicing
standards as set forth in the USAP as of December 31, 1996, and for the year
then ended. Based on this evaluation, we assert that during the year ended
December 31, 1996, the Bank complied with the minimum servicing standards set
forth in the USAP to the extent the procedures in such program are applicable to
its servicing obligations for automobile loans serviced for others.
/s/ James D. Rudolphi /s/ Sarina A. Strack
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James D. Rudolphi Sarina A. Strack
Vice President and Manager Vice President and Controller
Accounting Services Retail Loan Service Center
Exhibit 99.2
March 19, 1997
Mr. Marcus Gustafson
The Chase Manhattan Bank, N.A.
450 West 33rd Street
15th Floor
New York, NY 10001-2697
Ms. Cheryl Laser
The Bank of New York
101 Barclay
Floor 12 East
New York, NY 10286
Dear Mr. Gustafson & Ms. Laser:
In accordance with the Trust Agreement (the "Agreement") dated as of July 1,
1996, covering the Boatmen's Auto Trust 1996-A, the undersigned certifies that a
review of the activities of the Servicer during the preceding six month period
ending December 31, 1996 and of its performance of its obligations under the
Agreement has been made under his supervision and to the best of his knowledge,
based on such review, the Servicer has fulfilled all its obligations under the
Agreement throughout such six month period, and that he has obtained no
knowledge of any default in the fulfillment of any such obligations.
/s/ Richard E. Grimmer
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Richard E. Grimmer