Exhibit 99.1
Page 1 of 2
Report of Independent Accountants
March 27, 1998
To the Board of Directors of NationsBank, N.A.
We have examined management's assertion about NationsBank, N.A.'s compliance
with the minimum servicing standards I-1, I-3, II-1 through II-4 (exceot as
defined by section 4.02 of the Sale and Servicing Agreement dated July 1, 1996
("the Agreement")), III-1, III-2, III-5, III-6, IV-1, V-1, VI-1 and VII-1 as
identified in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers ("USAP") as applicable to the
Agreement, as of and for the year ended December 31, 1997 included in the
accompanying management assertion for the Boatmen's Auto Trust 1996-A
Securitization. Management is responsible for NationsBank, N.A.'s
compliance with those minimum servicing standards. Our responsibility is to
express an opinion on management's assertion about the entity'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 NationsBank, N.A.'s compliance with
the aforementioned minimum servicing standards 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 NationsBank, N.A.'s compliance with
the minimum servicing standards.
In our opinion, management's assertion that NationsBank, N.A. complied with
the aforementioned minimum servicing standards as of and for the year ended
December 31, 1997 is fairly stated, in all material respects.
/s/ Price Waterhouse LLP
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Price Waterhouse LLP
Exhibit 99.1
Page 2 of 2
March 27, 1998
Price Waterhouse LLP
NationsBank Corporate Center
100 North Tryon Street, Suite 5400
Charlotte, North Carolina 28202
Ladies and Gentleman
As of and for the year ended December 31, 1997, NationsBank, N.A., a wholly-
owned subsidiary of NationsBank Corporation, has complied in all material
respects with the minimum servicing standards I-1, I-3, II-1 through II-4
(except as defined by section 4.02 of the Sale and Servicing Agreement dated
July 1, 1996 ("the Agreement")), III-1, III-2, III-5, III-6, IV-1, V-1, VI-1,
and VII-1 set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers, as applicable to the
Agreement, for the Boatmen's Auto Trust 1996-A Securitization. As of and for
this same period, NationsBank, N.A. had in effect a fidelity bond and errors
and omissions policy in the amount of $205 million.
/s/ Leslie J. Fitzpatrick /s/ John W. Brothers
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Leslie J. Fitzpatrick John W. Brothers
Senior Vice President Senior Vice President
/s/ Ruth S. Queen /s/ Thomas C. Bowers
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Ruth S. Queen Thomas C. Bowers
Senior Vice President Senior Vice President
/s/ Tracy H. Chandler /s/ Carolyn G. Moore
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Tracy H. Chandler Carolyn G. Moore
Vice President Vice President
Exhibit 99.2
Annual Statement as to Compliance
NationsBank, N.A.
Boatmen's Auto Trust 1996-A
This Officer's Certificate is executed pursuant to the Sale and
Servicing Agreement dated as of July 1, 1996 (the "Agreement"), between
Boatmen' s Auto Trust 1996-A, as Issuer, and The Boatmen's National Bank of
St. Louis, as Seller and Servicer. The Boatmen's National Bank of St. Louis
was merged into NationsBank, N.A. and NationsBank, N.A. assumed the
obligations of Servicer. The undersigned, a duly authorized representative of
the Servicer does hereby certify that:
1. Capitalized terms used in this Officer's Certificate have their
respective meanings set forth in the Agreement.
2. NationsBank, N.A. is as of the date hereof the Servicer under the
Agreement.
3. The undersigned is duly authorized pursuant to the Agreement to execute
and deliver this Officer's Certificate to the Trustee.
4. The certificate is delivered pursuant to Section 4.10 of the Agreement.
5. A review of the activities of the Servicer during the calendar year ended
December 31, 1997, and of its performance under the Agreement was made
under my supervision.
6. Based on such review, to the best of my knowledge, the Servicer has fully
performed all its obligations under the Agreement throughout such
calendar year, and no event which, with the giving of notice or passage
of time or both, would constitute a default by the Servicer has occurred
or is continuing.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Servicer, has duly executed this Officer's Certificate this 19th day of
March, 1998.
By: /s/ Leslie J. Fitzpatrick
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Leslie J. Fitzpatrick
Senior Vice President