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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ___________
Commission File Number 33-98546
First Union National Bank of Georgia
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
on Behalf of the First Union Master Credit Card Trust
United States 58-1051808
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION) IDENTIFICATION)
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
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<S> <C>
Title of each class Name of each exchange on which registered
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None
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Class A Series 1996-1 Floating Rate Asset Backed Certificates
Class B Series 1996-1 Floating Rate Asset Backed Certificates
Class A Series 1996-2 Floating Rate Asset Backed Certificates
Class B Series 1996-2 Floating Rate Asset Backed Certificates
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(Title of class)
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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
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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. [ ]
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PART I
Items 1. Business.
Not Applicable.
Item 2. Properties.
Not Applicable.
Item 3. Legal Proceedings.
Not Applicable.
Item 4. Submission of Matters to a vote of Security-Holders.
Not Applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholders
Matters.
The certificates representing investors' interests in the First
Union Master Credit Card Trust are represented by one or more Certificates
registered in the name of Cede & Co., the nominee of the Depository Trust
Company.
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 8. Financial Statements and Supplementary Data.
Not Applicable.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Not Applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
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Item 11. Executive Compensation.
Not Applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) the Certificates of each Class of Series representing investors'
interests in the First Union Master Credit Card Trust are represented by one or
more Certificates registered in the name of Cede & Co., the nominee of The
Depository Trust Company ("DTC"), and an investor holding an interest in the
First Union Master Credit Card Trust is not entitled to receive a certificate
representing such interest except in certain limited circumstances.
Accordingly, Cede & Co. is 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, 1996. Such direct participants may hold
Certificates for their own accounts or for the accounts of their customers. At
December 31, 1996, the following direct DTC participants held positions in the
Certificates representing interests in the First Union Master Credit Card Trust
equal to or exceeding 5% of the total principal amount of the Certificates of
each Class of each Series outstanding on that date:
<TABLE>
<CAPTION>
SERIES 1996-1
Participant Quantity Percentage
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<S> <C> <C> <C>
Class A
Bankers Trust Company $58,000,000 6%
Bear Stearns Securities Corp. $328,000,000 36%
Chase Manhattan Bank $129,000,000 14%
Northern Trust Company $62,500,000 7%
Provident Bank $50,000,000 5%
Swiss American Securities, Inc. $100,000,000 11%
Swiss Bank Corporation, New $50,000,000 5%
York Branch
Class B
Swiss American Securities, Inc. $75,273,000 100%
</TABLE>
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<TABLE>
<CAPTION>
SERIES 1996-2
Participant Quantity Percentage
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<S> <C> <C> <C>
Class A
Bankers Trust Company $64,000,000 21%
BHF Securities Corporation $15,000,000 5%
Boston Safe Deposit and $45,000,000 15%
Trust Co.
Chase Manhattan Bank $80,500,000 27%
Chase Manhattan Bank Trust $15,000,000 5%
Co. of Califorina
Northern Trust Company $26,250,000 9%
Class B
Chase Manhattan Bank $24,546,000 100%
</TABLE>
The address of each above participant is:
c/o The Depository Trust Company
55 Water Street
New York, New York 10041
(b) Not Applicable.
(c) Not Applicable.
Item 13. Certain Relationships and Related Transactions.
Not Applicable.
PART IV
Item 14. Exhibits, Financial Statement 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 dated March 24, 1997.
(b) The following three (3) reports on Form 8-K were filed by the
registrant during the quarter ending December 31, 1996:
1. Form 8-K, dated September 16, 1996 filed October 3, 1996.
(Item 5)
2. Form 8-K, dated October 15, 1996 filed on October 30, 1996.
(Item 5)
(c) See Item 14(a)(3) above
(d) Not Applicable
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3. Form 8-K, dated November 15, 1996 filed on November 27, 1996.
(Item 5)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
FIRST UNION NATIONAL BANK OF GEORGIA,
as Servicer on Behalf of the
First Union Master Credit Card Trust.
By: /s/ James H. Gilbraith II
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Name: James H. Gilbraith II
Title: Managing Director
Securitization & Structured
Finance
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Exhibit 99.1
7
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ANNUAL SERVICER'S CERTIFICATE
FIRST UNION NATIONAL BANK OF GEORGIA
FIRST UNION MASTER CREDIT CARD TRUST
The undersigned, a duly authorized representative of First Union
National Bank of Georgia ("First Union"), as Servicer pursuant to the Pooling
and Servicing Agreement dated as of September 29, 1995 (the Pooling and
Servicing Agreement") by and between First Union and the Bank of New York, as
trustee (the "Trustee") does hereby certify that:
1. First Union is Servicer under the Pooling and Servicing Agreement
2. The undersigned is duly authorized pursuant to the Pooling
and Servicing Agreement to execute and deliver this Certificate to the Trustee.
3. This Certificate is delivered pursuant to Section 3.05 of the
Pooling and Servicing Agreement.
4. A review of the activities of the Servicer during the 12
month period ended March 31, 1997 was conducted under the supervision of the
undersigned.
5. Based on such review, the Servicer has, to the best of the
knowledge of the undersigned, fully performed all its obligations under the
Pooling and Servicing Agreement throughout such period and no default in the
performance of such obligations has occurred or is continuing except as set
forth in paragraph 6 below.
6. The following is a description of each default in the
performance of the Servicer's obligations under the provisions of the Pooling
and Servicing Agreement, including any Supplement, known to the undersigned to
have been made during such period which sets forth in detail (i) the nature of
each such default, (ii) the action taken by the Servicer, if any, to remedy
each such default and (iii) the current status of each such default:
NONE
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this 31st day of March, 1997.
/s/ JAMES H. GILBRAITH, II
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Name: James H. Gilbraith, II
Title: Managing Director
Securitization & Structured Finance
