<PAGE>
As filed with the Securities and Exchange Commission on August 18, 1999
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WORLD FINANCIAL NETWORK NATIONAL BANK
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
United States 341610866
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
</TABLE>
800 Techcenter Drive
Gahanna, Ohio 43230
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Carolyn Melvin, Esq.
General Counsel
800 Techcenter Drive
Gahanna, Ohio 43230
(614) 729-4900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Robert F. Hugi, Esq.
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
(312) 782-0600
Approximate date of commencement of proposed sale to the public: From time
to time on or after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
registration statement for the same offering. [X] 333-998
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount Offering Price Aggregate Offering Amount of
Being Registered to be Registered Per Unit/(1)/ Price/(1)/ Registration Fee
- --------------------------- ---------------- ----------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Asset Backed Certificates $78,900,000 100% $78,900,000 $21,934.20/(2)/
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</TABLE>
/(1)/ Estimated solely for the purpose of calculating the registration fee.
/(2)/ $394,500,000 aggregate principal amount of securities registered by the
Registrant under Registration Statement No. 333-998 referred to below and
not previously sold are proposed to be consolidated in this Registration
Statement concurrently with the effectiveness hereof pursuant to Rule
462(b). All registration fees in connection with such unsold amount of
securities have been previously paid by the Registrant under the foregoing
Registration Statement. Accordingly, the total amount proposed to be
registered under the Registration Statement as so consolidated as of the
date of this filing is $473,400,000.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Commission File No. 333-998), including the exhibits
thereto, filed by World Financial Network National Bank (the "Bank") with the
Securities and Exchange Commission (the "Commission") on February 5, 1996, as
amended by the Amendment No. 1 to Registration Statement on Form S-3 filed by
the Bank with the Commission on March 18, 1996, and Amendment No. 2 to
Registration Statement on Form S-3 filed by the Bank on April 3, 1996 are
incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Gahanna, State of Ohio, on the 18th day of August,
1999.
By: /s/ Daniel T. Groomes
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Daniel T. Groomes
President and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below
constitutes and appoints Dan Groomes and Robert P. Armiak and either of them,
such person's true and lawful attorneys-in-fact and agents, with full power of
substitution and revocation, for such person and in such person's name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments to this Registration Statement) and to file the same
with all exhibits thereto, and the other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and things requisite and necessary to be done, as fully to all intents
and purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ J. Michael Parks Chairman and August 18, 1999
- ----------------------- Chief Executive
J. Michael Parks Officer
/s/ Daniel T. Groomes President, Chief August 18, 1999
- ----------------------- Financial Officer
Daniel T. Groomes and Director
/s/ Robert P. Armiak Treasurer August 18, 1999
- ----------------------- and Cashier
Robert P. Armiak (principal accounting
officer)
/s/ Patrick Hectorne Director August 18, 1999
- -----------------------
Patrick Hectorne
/s/ Anthony J. DeNicola Director August 18, 1999
- ------------------------
Anthony J. DeNicola
/s/ Carolyn S. Melvin Director August 18, 1999
- ------------------------
Carolyn S. Melvin
</TABLE>
<PAGE>
/s/ Sonya Williams Stanton Director August 18, 1999
- ----------------------------
Sonya Williams Stanton
/s/ Kenneth J. Warren Director August 18, 1999
- ----------------------------
Kenneth J. Warren
/s/ W. Bruce Turkett Director August 18, 1999
- ----------------------------
W. Bruce Turkett
/s/ Ivan M. Sveftel Director August 18, 1999
- ----------------------------
Ivan M. Sveftel
<PAGE>
EXHIBIT INDEX
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Exhibit
<TABLE>
<CAPTION>
Sequential
No. Description of Exhibit Page Number
- ---- ---------------------- -----------
<C> <S> <C>
1.1 Form of Underwriting Agreement.**
3.1 Articles of Association of World Financial Network
National Bank.**
3.2 By-Laws of World Financial Network National Bank.**
4.1 Pooling and Servicing Agreement, dated as of January 17, 1996,
among the Registrant, the Servicer and the Trustee.**
4.2 Form of Series Supplement (including forms of Certificates).**
4.3 Form of Prospectus Supplement.**
5.1 Opinion of Mayer, Brown & Platt with respect to legality.*
8.1 Opinion of Mayer, Brown & Platt with respect to federal tax
matters.*
23.1 Consent of Mayer, Brown & Platt (included in its opinion filed
as Exhibit 5.1).*
24.1 Powers of Attorney (included in the signature page hereto).*
</TABLE>
_____________________________
* Filed herewith.
** Incorporated herein by reference to the like-numbered exhibit to the
Registrant's Registration Statement on Form S-3 field with the Securities
and Exchange Commission on February 5, 1996 (File No. 333-998).
<PAGE>
Exhibit 5.1
August 18, 1999
World Financial Network National Bank
800 Techcenter Drive
Gahanna, Ohio 43230
Re: World Financial Network National Bank
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to World Financial Network National Bank,
a national banking association (the "Bank"), in connection with a Registration
Statement on Form S-3 (together with the exhibits and any amendments thereto,
the "Registration Statement"), filed by the Bank with the Securities and
Exchange Commission in connection with the registration by the Bank of Asset
Backed Certificates (the "Certificates") to be sold from time to time in one or
more series in amounts to be determined at the time of sale and to be set forth
in one or more Supplements (each, a "Prospectus Supplement") to the Prospectus
(the "Prospectus") incorporated by reference in the Registration Statement.
As described in the Registration Statement, the Certificates of each series
will be issued by the World Financial Network Credit Card Master Trust (the
"Trust") that was formed by the Bank pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of January 17, 1996,
by and among the Bank, as Transferor and Servicer, and The Bank of New York, as
trustee (the "Trustee"). Each series of Certificates issued by the Trust will
include one or more classes of Certificates. Each series of Certificates will
be issued pursuant to a supplement to the applicable Pooling and Servicing
Agreement (a "Series Supplement").
We are generally familiar with the proceedings required to be taken in
connection with the proposed authorization, issuance and sale of the
Certificates, and in order to express the opinion hereinafter stated, we have
examined copies of the Registration Statement, the Pooling and Servicing
Agreement and the form of Series Supplement (the "Series Supplement," and
together with the Pooling and Servicing Agreement, the "Operative
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World Financial Network National Bank
August 18, 1999
Page 2
Documents") incorporated by reference as exhibits to the Registration Statement.
We have examined such other documents and such matters of law, and we have
satisfied ourselves as to such matters of fact, as we have considered relevant
for purposes of this opinion.
On the basis of the foregoing and on the basis of our examination of the
Bank's Articles of Association and By-Laws, it is our opinion that, with respect
to Certificates of any series, when, as and if (i) the Registration Statement
becomes effective pursuant to the provisions of the Securities Act of 1933, as
amended, (ii) the amount, price, interest rate and other principal terms of such
Certificates have been duly approved by the Board of Directors of the Bank,
(iii) the Series Supplement relating thereto has been duly completed, executed
and delivered by the parties thereto substantially in the form we have examined,
duly reflecting the terms established as described above, and (iv) such
Certificates have been duly issued by the applicable Trust and authenticated by
the applicable Trustee all in accordance with the terms and conditions of the
Operative Documents and sold by the Bank in the manner described in the
Registration Statement, such Certificates will have been legally issued and will
be enforceable in accordance with their terms and entitled to the benefits of
the Operative Documents, subject to (x) limitations imposed by bankruptcy,
reorganization, moratorium, insolvency, fraudulent conveyance, fraudulent
transfer, preferential transfer and other laws of general application relating
to or affecting the enforceability of creditors' rights and to general
principles of equity, including, without limitation, laches and estoppel as
equitable defenses, concepts of materiality, reasonableness, good faith and fair
dealing (regardless of whether such enforceability is considered or applied in a
proceeding in equity or at law), and considerations of impracticability or
impossibility of performance and defenses based upon unconscionability and (y)
the qualification that the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought.
We wish to advise you that we are members of the bar of the State of New
York and the opinions expressed herein are limited to the laws of the State of
New York and the Federal laws of the United States.
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World Financial Network National Bank
August 18, 1999
Page 3
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, the filing of our opinion as Exhibit 8.1 to the
Registration Statement and to the references to our firm in the Prospectus.
Sincerely,
/s/ Mayer, Brown & Platt
MAYER, BROWN & PLATT
<PAGE>
Exhibit 8.1
August 18, 1999
World Financial Network National Bank
800 Techcenter Drive
Gahanna, Ohio 43230
Re: World Financial Network National Bank
Registration Statement on Form S-3
----------------------------------------
Ladies and Gentlemen:
We have acted as special tax counsel to World Financial Network National
Bank, a national bank (the "Bank"), in connection with a Registration Statement
on Form S-3 (together with the exhibits and any amendments thereto, the
"Registration Statement") filed by the Bank with the Securities and Exchange
Commission in connection with the registration by the Bank of Asset Backed
Certificates (the "Certificates") to be sold from time to time in one or more
series in amounts to be determined at the time of sale and to be set forth in
one or more Supplements (each, a "Prospectus Supplement") to the Prospectus (the
"Prospectus") incorporated by reference in the Registration Statement.
We are familiar with the proceedings to date in connection with the
proposed issuance and sale of the Certificates and in order to express our
opinion hereinafter stated, (a) we have examined copies of the form of the
Pooling and Servicing Agreement and the forms of the Certificates filed as
exhibits to the Registration Statement (collectively the "Operative Documents")
and (b) we have examined such other records and documents and such matters of
law, and we have satisfied ourselves as to such matters of fact, as we have
considered relevant for purposes of this opinion.
The opinion set forth in this letter is based upon the applicable
provisions of the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated and proposed
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World Financial Network National Bank
August 18, 1999
Page 2
thereunder, current positions of the Internal Revenue Service (the "IRS")
contained in published Revenue Rulings and Revenue Procedures, current
administrative positions of the IRS and existing judicial decisions. This
opinion is subject to the explanations and qualifications set forth under the
caption "U.S. Federal Income Tax Consequences" in the Prospectus which
constitutes a part of the Registration Statement. No tax rulings will be sought
from the IRS with respect to any of the matters discussed herein.
Based on the foregoing and assuming that the Operative Documents are
executed and delivered in substantially the form we have examined, we are of the
opinion that (i) the Certificates when issued will be characterized as
indebtedness that is secured by the Receivables, and accordingly, interest
thereon will be includible as ordinary income when received (in case of a cash
basis taxpayer) or accrued (in case of an accrual basis taxpayer) in accordance
with each such holder's respective method of tax accounting, (ii) that the Trust
will not be characterized for Federal income tax purposes as an association (or
publicly traded partnership) taxable as a corporation, (iii) the statements set
forth in the Prospectus under the headings "Prospectus Summary --Tax Status,"
and "U.S. Federal Income Tax Consequences" are a fair and accurate summary of
the material tax consequences of the issuance and holding of the Certificates
and (iv) each matter stated in the Registration Statement to be the opinion of
Special Tax Counsel is in fact our opinion and is incorporated herein by this
reference with the same effect as if set out directly herein as our opinion.
There can be no assurance, however, that the tax conclusions presented therein
will not be successfully challenged by the IRS, or significantly altered by new
legislation, changes in IRS positions or judicial decisions, any of which
challenges or alterations may be applied retroactively with respect to completed
transactions.
Very truly yours,
/s/ Mayer, Brown & Platt
MAYER, BROWN & PLATT
