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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997
Commission file number 0-27710
MELLON BANK CREDIT CARD MASTER TRUST
(Exact name of registrant as specified in its charter)
DELAWARE 51-0015912
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.
of servicer of registrant)
Tenth and Market Streets,
Wilmington, Delaware 19801
(Address of principal executive offices (Zip Code)
of servicer of registrant)
Telephone number of servicer of registrant, including area code: 302-421-2229
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Class A Floating Rate Asset Backed Certificates, Series 1995-A
and
Class B Floating Rate Asset Backed Certificates, Series 1995-A
Indicate by a check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities 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 __
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 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. X
The Registrant estimates that as of March 1, 1998, the aggregate market value of
shares of the Registrant's Common Stock held by non-affiliates of the Registrant
was $0.
As of March 1, 1998, the Registrant had outstanding -0- shares of its Common
Stock, par value $ _____ per share.
No documents have been incorporated by reference in this Form 10-K.
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TABLE OF CONTENTS
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PART I Page
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Item 1. Business 1
Item 2. Properties 1
Item 3. Legal Proceedings 1
Item 4. Submission of Matters to a Vote of Security Holders 1
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 1
Item 6. Selected Financial Data 1
Item 7. Management's Discussion and Analysis of Financial Condition 1
and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk 2
Item 8. Financial Statements and Supplementary Data 2
Item 9. Changes in and Disagreements With Accountant
on Accounting and Financial Disclosure 2
PART III
Item 10. Directors and Executive Officers of the Registrant 2
Item 11. Executive Compensation 2
Item 12. Security Ownership of Certain Beneficial Owners and Management 2
Item 13. Certain Relationships and Related Transactions 2
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K 3
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The Mellon Bank Credit Card Master Trust (the "Trust') was
formed pursuant to a Pooling and Servicing Agreement dated as of November 1,
1995 between Mellon Bank (DE) National Association ("Mellon (DE)"), as
transferor and servicer and The Bank of New York, as trustee. The Trust was
formed for the purpose of acquiring certain trust assets and issuing asset-based
certificates under the Pooling and Servicing Agreement and one or more
supplements thereto. The property of the Trust includes a portfolio of
receivables arising under selected MasterCard and VISA revolving credit accounts
transferred to the Trust by Mellon (DE).
On November 21, 1995, the Trust issued $814,625,000 of Class A
Floating Rate Asset Backed Certificates, Series 1995-A and $54,625,000 Class B
Floating Rate Asset Backed Certificates, Series 1995-A (together, the
"Certificates"). On February 8, 1996, such Class A Floating Rate Asset Backed
Certificates, Series 1995-A and Class B Floating Rate Asset Backed Certificates,
Series 1995-A were registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended.
PART I
ITEM 1. BUSINESS
Omitted.
ITEM 2. PROPERTIES
Omitted.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
There is one holder of record of each Class of Certificates.
To the knowledge of the Trust, there is an over the counter
public trading market for the Certificates, although the
frequency of transactions varies substantially over time.
ITEM 6. SELECTED FINANCIAL DATA
Omitted.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Omitted.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Omitted.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted.
ITEM 11. EXECUTIVE COMPENSATION
Omitted.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
A nominee of The Depository Trust Company is the sole record
owner of each Class of Certificates. As of December 3l, 1997,
based on a review of public filings with the Securities and
Exchange Commission, no person was known to be the beneficial
owner of more than 5% of the total principal amount of either
Class of Certificates outstanding on that date.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
(a) Listed below are the documents filed as a part of this report:
Exhibit Number
20.1 Annual Certificateholders Report
20.2 Annual Servicer's Certificate
20.3 Report of Independent Certified Public Accountants
(b) Reports on Form 8-K:
On each of the following dates, the Trust filed a Form 8-K with the
Commission reporting information under Items 5 and 7:
January 15, 1997
February 19, 1997
March 17, 1997
April 11, 1997
May 13, 1997
June 13, 1997
July 10, 1997
August 11, 1997
September 11, 1997
October 10, 1997
November 17, 1997
December 10, 1997
(c) Omitted.
(d) Omitted.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Mellon (DE), on behalf of the Trust, has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MELLON BANK CREDIT CARD MASTER TRUST
By MELLON BANK (DE) NATIONAL
ASSOCIATION
By /s/ JOHN L. KLINCK, JR.
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Name: John L. Klinck, Jr.
Title: Senior Vice President
Date: March 27, 1998
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EXHIBIT INDEX
Exhibit Page
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20.1 Annual Certificateholders Report 6
20.2 Annual Servicer's Certificate 7
20.3 Report of Independent Certified Public Accountants 8
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Exhibit 20.1
March 24, 1998
ANNUAL DISTRIBUTION SUMMARY
MELLON BANK (DE) NATIONAL ASSOCIATION
MELLON BANK CREDIT CARD MASTER TRUST Series 1995-A
ANNUAL PERIOD ENDING
DECEMBER 31, 1997
ANNUAL HOLDERS' DISTRIBUTION SUMMARY
Pursuant to Section 5.2, Servicer does hereby declare to the Trustee the
following distributions for the calendar year 1997 as set forth below:
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Interest Payments
A. Pursuant to subsection 4.11(g);
1. Amount distributed to the Class A Holders $48,171,830.65
2. Amount distributed to the Class B Holders $ 3,291,103.11
3. Amount distributed to the Collateral Interest Holder $ 4,876,036.52
Principal Payments
B. Pursuant to subsection 4.11(h)(i);
1. Amount Distributed to the Class A Holders $ -0-
2. Amount distributed to the Class B Holders $ -0-
3. Amount distributed to the Collateral Interest Holder $ -0-
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MELLON BANK (DE) NATIONAL
ASSOCIATION, as Servicer
By /s/ John L. Klinck, Jr.
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Name: John L. Klinck, Jr.
Title: Senior Vice President
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Exhibit 20.2
SERVICER'S CERTIFICATE
MELLON BANK (DE) NATIONAL ASSOCIATION
MELLON BANK CREDIT CARD MASTER TRUST
The undersigned, a duly authorized representative of Mellon
Bank (DE) National Association, as Servicer ("Mellon Bank (DE)"), pursuant to
Section 3.5 of the Pooling and Servicing Agreement dated as of November 1, 1995
(as may be amended and supplemented from time to time, the "Agreement"), among
Mellon Bank (DE), as Transferor and Servicer, and The Bank of New York, as
Trustee, does hereby certify that:
1. Mellon Bank (DE) is, as of the date hereof, Servicer under the
Agreement. Capitalized terms used in this Certificate have
their respective meanings as set forth in the Agreement.
2. The undersigned is a Servicing Officer who is duly authorized
pursuant to the Agreement to execute and deliver this
Certificate to Trustee.
3. A review of the activities of Servicer during the fiscal year
ended December 31, 1997, and of its performance under the
Agreement was conducted under my supervision.
4. Based on such review, Servicer has, to the best of my
knowledge, performed in all material respects its obligations
under the Agreement throughout such year and no default in the
performance of such obligations has occurred or is continuing.
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this 24th day of March, 1998.
MELLON BANK (DE) NATIONAL ASSOCIATION,
Servicer
By /s/ John L. Klinck, Jr.
---------------------------------
Name: John L. Klinck, Jr.
Title: Senior Vice President
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Exhibit 20.3
[Letterhead of KPMG Peat Marwick LLP]
Independent Accountants' Report
Mellon Bank Credit Card Master Trust
c/o The Bank of New York, as Trustee
Mellon Bank (DE) National Association, as Servicer
We have examined the accompanying assertion made by management on Mellon Bank
(DE) National Association's ("MBD") compliance, as Servicer, with Article IV,
Section 4.3, of the Pooling and Servicing Agreement for the Mellon Bank Credit
Card Master Trust, dated as of November 1, 1995, including the Supplement
(Series 1995-A) dated November 1, 1995 (collectively, the "Agreement") for the
year ended December 31, 1997. Management is responsible for MBD's compliance
with the aforementioned section of the Agreement. Our responsibility is to
express an opinion on management's assertion about MBD's compliance based upon
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 MBD's compliance with the
aforementioned section of the Agreement 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 MBD's compliance with the Agreement.
In our opinion, management's assertion that MBD was materially in compliance
with the aforementioned section of the Agreement for the year ended December 31,
1997 is fairly stated, in all material respects.
/s/ KPMG Peat Marwick
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March 24, 1998
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[Letterhead of Mellon Bank (DE) National Association]
Management Report on Mellon Bank (DE) National Association's Compliance,
as Servicer, with the Servicing Requirements of the Pooling
and Servicing Agreement
Management of Mellon Bank (DE) National Association ("MBD"), as Servicer, is
responsible for compliance with the servicing requirements in Article IV,
Section 4.3, of the Pooling and Servicing Agreement for the Mellon Bank Credit
Card Master Trust, dated as of November 1, 1995, including the Supplement
(Series 1995-A) dated as of November 1, 1995 (collectively, the "Agreement").
Management has performed an evaluation of MBD's compliance with the
aforementioned section of the Agreement for the year ended December 31, 1997.
Based upon this evaluation, management believes that, for the year ended
December 31, 1997, MBD, as Servicer, was materially in compliance with the
aforementioned section of the Agreement.
/s/ Donna M. Coughey /s/ John L. Klinck, Jr.
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Donna M. Coughey John L. Klinck, Jr.
Chairman and President Senior Vice President
March 24, 1998
