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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) January 1, 1997
First Union National Bank of Georgia
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(Exact name of registrant as specified in its charter)
on behalf of
First Union Master Credit Card Trust
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United States 33-98546 58-1051808
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification
Number)
999 Peachtree Street
Atlanta, Georgia 30309
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (404) 827-7350
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Items 1-4. Not Applicable
Item 5. Effective January 1, 1997, the First Union Master
Credit Card Trust's Series 1996-1 Supplement, dated
as of March 5, 1996 (the "Series 1996-1
Supplement"), to the Pooling and Servicing
Agreement, dated as of September 29, 1995, as
amended by the First Amendment to the Pooling and
Servicing Agreement, dated as of February 22, 1996
and as further amended by the Second Amendment to
the Pooling and Servicing Agreement, dated as of
March 31, 1996 and as further amended by the Third
Amendment to the Pooling and Servicing Agreement,
dated as of June 13, 1996 (as amended from time to
time, the "Pooling and Servicing Agreement") was
amended by the First Amendment to the Series 1996-1
Supplement to the Pooling and Servicing Agreement
dated as of January 1, 1997. Effective January 1,
1997, the First Union Master Credit Card Trust's
Series 1996-2 Supplement, dated as of April 23, 1996
(the "Series 1996-2 Supplement), to the Pooling and
Servicing Agreement was amended by the First
Amendment to the Series 1996-2 Supplement to the
Pooling and Servicing Agreement dated as of January
1, 1997. The purpose of these amendments is to
reduce the amount of servicing compensation paid to
First Union National Bank of Georgia to $0 for the
calendar months of January, February and March of
1997. As a result, the "Base Rate" as such term is
defined in each of the Series 1996-1 Supplement and
the Series 1996-2 Supplement will be lower for those
months than would otherwise be the case.
Item 6. Not Applicable.
Item 7. Exhibits.
The following are filed as Exhibits to this Report under
Exhibits 4.1 and 4.2.
Exhibit 4.1 First Amendment to Series 1996-1
Series Supplement to the Pooling
and Servicing Agreement.
Exhibit 4.2 First Amendment to Series 1996-2
Series Supplement to the Pooling
and Servicing Agreement.
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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/ James H. Gilbraith II
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Name: James H. Gilbraith II
Title: Vice President and
Managing Director
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
Exhibit 4.1 First Amendment to Series 1996-1 Series Supplement
to the Pooling and Servicing Agreement.
Exhibit 4.2 First Amendment to Series 1996-2 Series Supplement
to the Pooling and Servicing Agreement.
</TABLE>
4
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EXHIBIT 4.1
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EXECUTION COPY
FIRST AMENDMENT
TO THE
SERIES 1996-1 SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
THIS FIRST AMENDMENT TO THE SERIES 1996-1 SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT (this "Amendment"), dated as of January 1, 1997
is by and between FIRST UNION NATIONAL BANK OF GEORGIA, as Transferor and
Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS the Transferor and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of September
29, 1995, as amended by the First Amendment to the Pooling and Servicing
Agreement, dated as of February 22, 1996 and as further amended by the Second
Amendment to the Pooling and Servicing Agreement, dated as of March 31, 1996
and as further amended by the Third Amendment to the Pooling and Servicing
Agreement, dated as of June 13, 1996 (as amended from time to time, the
"Pooling and Servicing Agreement");
WHEREAS the Transferor and the Servicer and the Trustee have
executed that certain Series 1996-1 Supplement to the Pooling and Servicing
Agreement, dated as of March 5, 1996 (as amended from time to time, the "Series
1996-1 Supplement," and together with the Pooling and Servicing Agreement, the
"Agreement");
WHEREAS the Transferor and Servicer and the Trustee wish to
amend the Series 1996-1 Supplement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 2.
(a) The definition of "Investor Servicing Fee" in Section 2
is hereby amended to read as follows:
"Investor Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof; provided, however, that with
respect to the Monthly Periods of January 1997, February 1997 and
March 1997, the Investor Servicing Fee shall equal 0%.
(b) The definition of "Class A Servicing Fee" in Section 2 is
hereby amended to read as follows:
"Class A Servicing Fee" shall have the meaning specified in
subsection 3(a) of this Series Supplement; provided, however, that
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with respect to the Monthly Periods of January 1997, February 1997 and March
1997, the Class A Servicing Fee shall equal 0%.
(c) The definition of "Class B Servicing Fee" in Section 2 is
hereby amended to read as follows:
"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof; provided, however, that with respect to the Monthly
Periods of January 1997, February 1997 and March 1997, the Class B Servicing
Fee shall equal 0%.
(d) The definition of "Collateral Interest Servicing Fee" in
Section 2 is hereby amended to read as follows:
"Collateral Interest Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof; provided, however, that with respect to
the Monthly Periods of January 1997, February 1997 and March 1997, the
Collateral Interest Servicing Fee shall equal 0%.
(e) The definition of "Servicer Interchange" in Section 2 is
hereby amended to read as follows:
"Servicer Interchange" shall mean, for any Monthly Period,
the portion of Collections of Finance Charge Receivables allocated to the
Investor Certificates and deposited in the Finance Charge Account with respect
to such Monthly Period that is attributable to Interchange; provided, however,
that Servicer Interchange for a Monthly Period shall not exceed one-twelfth of
the product of (i) the Adjusted Investor Interest as of the last day of such
Monthly Period and (ii) .75%; provided further, however, that with respect to
the Monthly Periods of January 1997, February 1997 and March 1997, the Servicer
Interchange shall equal 0%.
SECTION 2. Effectiveness. The amendment provided for by this
Amendment shall become effective upon receipt by the Trustee of the following,
each of which shall be satisfactory to the Trustee in its sole discretion:
(a) An Officer's Certificate from the Transferor to the
effect that the terms of this Amendment will not adversely affect in any
material respect the interests of any Investor Certificateholder.
(b) A written notice from each Rating Agency that this
Amendment will not result in a reduction or withdrawal of the rating of any
outstanding Series or Class to which it is a Rating Agency.
(c) A written notice from the Transferor and the Servicer to
the effect that the Transferor and the Servicer have received the written
notice referred to above in subsection 2(b).
(d) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 3. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
2
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conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument shall be deemed
to mean such Agreement as amended by this Amendment. This Amendment shall not
constitute a novation of the Agreement, but shall constitute an amendment
thereof. The parties hereto agree to be bound by the terms and obligations of
the Agreement, as amended by this Amendment, as though the terms and
obligations of the Agreement were set forth herein.
SECTION 5. Counterparts. This Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original, but all
such counterparts taken together shall constitute one and the same instrument.
SECTION 6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 7. Defined Terms. Capitalized terms used herein and
not otherwise defined shall have the meanings assigned to such terms in the
Series 1996-1 Supplement.
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IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Amendment to be duly executed by their respective
officers as of the day and year first above written.
FIRST UNION NATIONAL
BANK OF GEORGIA,
Transferor and Servicer
By: /s/James H. Gilbraith II
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Name: James H. Gilbraith II
Title: Vice President
and Managing Director
THE BANK OF NEW YORK,
Trustee
By: /s/ Laura D. Bertolino
--------------------------
Name: Laura D. Bertolino
Title: Assistant Treasurer
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EXHIBIT 4.2
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EXECUTION COPY
FIRST AMENDMENT
TO THE
SERIES 1996-2 SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
THIS FIRST AMENDMENT TO THE SERIES 1996-2 SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT (this "Amendment"), dated as of January 1, 1997
is by and between FIRST UNION NATIONAL BANK OF GEORGIA, as Transferor and
Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS the Transferor and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of September
29, 1995, as amended by the First Amendment to the Pooling and Servicing
Agreement, dated as of February 22, 1996 and as further amended by the Second
Amendment to the Pooling and Servicing Agreement, dated as of March 31, 1996
and as further amended by the Third Amendment to the Pooling and Servicing
Agreement, dated as of June 13, 1996 (as amended from time to time, the
"Pooling and Servicing Agreement");
WHEREAS the Transferor and the Servicer and the Trustee have
executed that certain Series 1996-2 Supplement to the Pooling and Servicing
Agreement, dated as of April 23, 1996 (as amended from time to time, the
"Series 1996-2 Supplement," and together with the Pooling and Servicing
Agreement, the "Agreement");
WHEREAS the Transferor and Servicer and the Trustee wish to
amend the Series 1996-2 Supplement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 2.
(a) The definition of "Investor Servicing Fee" in Section 2
is hereby amended to read as follows:
"Investor Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof; provided, however, that with
respect to the Monthly Periods of January 1997, February 1997 and
March 1997, the Investor Servicing Fee shall equal 0%.
(b) The definition of "Class A Servicing Fee" in Section 2 is
hereby amended to read as follows:
"Class A Servicing Fee" shall have the meaning specified in
subsection 3(a) of this Series Supplement; provided, however, that
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with respect to the Monthly Periods of January 1997, February 1997 and March
1997, the Class A Servicing Fee shall equal 0%.
(c) The definition of "Class B Servicing Fee" in Section 2 is
hereby amended to read as follows:
"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof; provided, however, that with respect to the Monthly
Periods of January 1997, February 1997 and March 1997, the Class B Servicing
Fee shall equal 0%.
(d) The definition of "Collateral Interest Servicing Fee" in
Section 2 is hereby amended to read as follows:
"Collateral Interest Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof; provided, however, that with respect to
the Monthly Periods of January 1997, February 1997 and March 1997, the
Collateral Interest Servicing Fee shall equal 0%.
(e) The definition of "Servicer Interchange" in Section 2 is
hereby amended to read as follows:
"Servicer Interchange" shall mean, for any Monthly Period,
the portion of Collections of Finance Charge Receivables allocated to the
Investor Certificates and deposited in the Finance Charge Account with respect
to such Monthly Period that is attributable to Interchange; provided, however,
that Servicer Interchange for a Monthly Period shall not exceed one-twelfth of
the product of (i) the Adjusted Investor Interest as of the last day of such
Monthly Period and (ii) .75%; provided further, however, that with respect to
the Monthly Periods of January 1997, February 1997 and March 1997, the Servicer
Interchange shall equal 0%.
SECTION 2. Effectiveness. The amendment provided for by this
Amendment shall become effective upon receipt by the Trustee of the following,
each of which shall be satisfactory to the Trustee in its sole discretion:
(a) An Officer's Certificate from the Transferor to the
effect that the terms of this Amendment will not adversely affect in any
material respect the interests of any Investor Certificateholder.
(b) A written notice from each Rating Agency that this
Amendment will not result in a reduction or withdrawal of the rating of any
outstanding Series or Class to which it is a Rating Agency.
(c) A written notice from the Transferor and the Servicer to
the effect that the Transferor and the Servicer have received the written
notice referred to above in subsection 2(b).
(d) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 3. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument
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shall be deemed to mean such Agreement as amended by this Amendment. This
Amendment shall not constitute a novation of the Agreement, but shall
constitute an amendment thereof. The parties hereto agree to be bound by the
terms and obligations of the Agreement, as amended by this Amendment, as though
the terms and obligations of the Agreement were set forth herein.
SECTION 5. Counterparts. This Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original, but all
such counterparts taken together shall constitute one and the same instrument.
SECTION 6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 7. Defined Terms. Capitalized terms used herein and
not otherwise defined shall have the meanings assigned to such terms in the
Series 1996-2 Supplement.
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IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Amendment to be duly executed by their respective
officers as of the day and year first above written.
FIRST UNION NATIONAL
BANK OF GEORGIA,
Transferor and Servicer
By: /s/ James H. Gilbraith II
--------------------------
Name: James H. Gilbraith II
Title: Vice President
and Managing Director
THE BANK OF NEW YORK,
Trustee
By: /s/ Laura D. Bertilino
-----------------------
Name: Laura D. Bertolino
Title: Assistant Treasurer
