FIRST UNION NATIONAL BANK OF GEORGIA \
8-K, 1996-06-20
ASSET-BACKED SECURITIES
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<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION


                            WASHINGTON, D.C.  20549


                                  ------------


                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported) June 18, 1996


                    First Union National Bank of Georgia
    ---------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

      United States                    33-98546                 58-1051808 
- ----------------------------   ------------------------       --------------
(State or Other Jurisdiction   (Commission File Number)       (IRS Employer 
of Incorporation)                                             Identification
                                                              Number)        
                                                                            
               999 Peachtree Street                     
                 Atlanta, Georgia                           30309  
       -------------------------------------             ----------
      (Address of Principal Executive Office)            (Zip Code)

Registrant's telephone number, including area code (404) 827-7350


                                     N/A
    ---------------------------------------------------------------------
        (Former Name or Former Address, if Changed Since Last Report)

<PAGE>   2
INFORMATION TO BE INCLUDED IN THE REPORT

Items 1-4.       Not Applicable

Item 5.          On June 18, 1996 First Union Capital Markets Corp., an
                 Underwriter of the First Union Master Credit Card Trust, Class
                 A Floating Rate Asset Backed Certificates, Series 1996-2, made
                 a press release available discussing the possibility that the
                 Class A Floating Rate Asset Backed Certificates, Series 1996-2
                 may have failed to meet the "100 holders" requirements of
                 ERISA.
                 
Item 6.          Not Applicable.

Item 7.          Exhibits.

         The following is filed as an Exhibit to this Report under Exhibit 99.

    Exhibit 99               Press Release dated June 18, 1996.


                                      2
<PAGE>   3
                                   SIGNATURES

                 Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on 
their behalf by the undersigned hereunto duly authorized.

                                            FIRST UNION NATIONAL BANK
                                              OF GEORGIA
                                     
                                     
                                     
                                            By: /s/ KENT S. HATHAWAY
                                               -----------------------
                                               Name: Kent S. Hathaway
                                               Title: Senior Vice President
                                     
                                     



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<PAGE>   4
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit                           Description                       Page
- -------                           -----------                       ----
<S>                       <C>                                        <C>
99                        Press Release dated June 18, 1996.         5
</TABLE>





                                       4

<PAGE>   1
                                                                      EXHIBIT 99
<PAGE>   2
June 18, 1996
                                                     Contact:  Marianna Sheridan

                                                                  (704) 383-3715

CHARLOTTE - First Union Captial Markets Corp. has determined that employee
benefit plans subject to ERISA that hold the First Union Master Credit Card
Trust's Class A Floating Rate Asset Back Certificates, Series 1996-2 
("Class A Certificates") may be deemed to own "plan assets" for ERISA purposes.

First Union has made this determination because certain trades in connection
with First Union Capital Markets Corp.'s initial offering of the Class A
Certificates may have been impermissible and this may have caused the Class A
Certificates to have failed to meet the "100 holders" requirement of ERISA,
which is one of several ways to make securities "ERISA eligible."  Accordingly,
continued ownership of 1996-2 Class A Certificates by plans could result in
the occurrence of "prohibited transactions" under ERISA.

Further, because the Class A Certificates are not "ERISA eligible," holders of
Class A Certificates should not sell them to plans.

The information in this release has no effect on holders of interests in the
Trust other than holders of the Class A Certificates, Series 1996-2.

                                     -END-


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