<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) August 16, 1999
First Union Direct Bank, N.A.
(Successor to the First Union National Bank of Georgia as Originator
of the First Union Master Credit Card Trust)
--------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
on behalf of
First Union Master Credit Card Trust
<TABLE>
<S> <C> <C>
United States 33-98546 56-2017017
- ---------------------------------------------- ------------------------ -------------
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer
Identification Number)
</TABLE>
600 Broad Street
Augusta, Georgia 30903
- --------------------------------------- ----------
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (706) 823-2580
N/A
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Not Applicable.
Item 2. Not Applicable.
Item 3. Not Applicable.
Item 4. Not Applicable.
Item 5. The First Union Master Credit Card Trust, Series 1996-1
Certificateholders' Statement for the period of July 1999 was
delivered to Certificateholders on August 16, 1999.
As of August 16, 1999 the Pooling and Servicing Agreement for the
First Union Master Credit Card Trust, dated as of September 29, 1995
between First Union Direct Bank, N.A. (successor to First Union
National Bank of Georgia) as Transferor and Servicer, and the Bank
of New York, as Trustee was amended by the Fifth Amendment to the
Pooling and Servicing Agreement, dated as of August 16, 1999.
Item 6. Not Applicable.
Item 7. Exhibits.
The following are filed as Exhibits to this Report under Exhibits 4.1, 20.1 and
20.2.
Exhibit 4.1 Fifth Amendment to Pooling and Servicing Agreement, dated
August 16, 1999.
Exhibit 20.1 First Union Master Credit Card Trust, Series 1996-1
Certificateholders' Statement for the August 16, 1999
Distribution Date.
Exhibit 20.2 Trust and Public Series Summary for the First Union
Master Credit Card Trust as of July 1999.
Item 8. Not Applicable.
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 DIRECT BANK, N.A.,
on behalf of the First Union
Master Credit Card Trust
By: /s/ James H. Gilbraith II
-------------------------
Name: James H. Gilbraith II
Title: Managing Director
3
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
<S> <C>
Exhibit 4.1 Fifth Amendment to Pooling and Servicing Agreement, dated
August 16, 1999.
Exhibit 20.1 First Union Master Credit Card Trust, Series 1996-1
Certificateholders' Statement for the August 16, 1999
Distribution Date.
Exhibit 20.2 Trust and Public Series Summary for the First Union Master
Credit Card Trust as of July 1999.
</TABLE>
4
<PAGE> 1
EXHIBIT 4.1
FIFTH AMENDMENT
TO
THE FIRST UNION MASTER CREDIT CARD TRUST
POOLING AND SERVICING AGREEMENT
THIS FIFTH AMENDMENT TO THE FIRST UNION MASTER CREDIT CARD TRUST
POOLING AND SERVICING AGREEMENT, dated as of August 16, 1999 (the "Fifth
Amendment") is by and between FIRST UNION DIRECT BANK, NATIONAL ASSOCIATION, 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 and as further amended by the Fourth Amendment to the Pooling
and Servicing Agreement, dated as of September 1, 1997, and as supplemented by
the Supplemental Agreement to the Pooling and Servicing Agreement, dated as of
June 2, 1997 (as otherwise amended and supplemented from time to time, the
"Pooling and Servicing Agreement");
WHEREAS, the Transferor, the Servicer and the Trustee wish to amend
the Pooling and Servicing Agreement (in the manner set forth below) to provide
that, beginning on or after August 16, 1999 (the "Effective Date"), Section 2.01
shall provide that the Transferor may, by written notice to the Trustee, change
the designation of the conveyed Accounts in the Pool Index File; and
WHEREAS, pursuant to Section 13.01(a) of the Pooling and Servicing
Agreement, such amendment may be effected without the consent of any of the
Certificateholders.
NOW, THEREFORE, pursuant to Section 13.01(a) of the Pooling and
Servicing Agreement, the Transferor, the Servicer and the Trustee hereby agree
as follows:
SECTION 1. Amendment of Section 2.01. Section 2.01 of the Pooling
and Servicing Agreement is hereby amended by replacing the third sentence of the
third paragraph thereof with the following:
The Transferor further agrees not to alter the file designation
referenced in clause (i) of this paragraph in a way that would cause
such Account not to be identified by the designation "S" during the
term of this Agreement unless and until such Account becomes a
<PAGE> 2
Removed Account, a Defaulted Account or a Zero Balance Account or
unless and until (y) the Transferor shall give written notice of any
such alteration to the Trustee, such written notice to be, as of the
date of its receipt by the Trustee, incorporated into and made part
of this Agreement, and (z) the Trustee and/or the Transferor shall
execute and file any UCC financing statements or amendments thereof
necessitated by such alteration.
SECTION 2. Effectiveness. As contemplated by Section 13.01(a) of the
Pooling and Servicing Agreement, the amendment provided for by this Fifth
Amendment shall become effective upon the receipt by Trustee of the following,
each of which shall be reasonably satisfactory to the Trustee:
(a) Written notification from each Rating Agency that such action
will not result in a reduction or withdrawal of the rating of any outstanding
Series or Class to which it is a Rating Agency;
(b) An Officer's Certificate from the Transferor to the effect that
the terms of this Fifth Amendment will not adversely affect in any material
respect the interests of any Investor Certificateholder; and
(c) Counterparts of this Fifth Amendment, duly executed by the
parties hereto.
SECTION 3. Pooling and Servicing Agreement in Full Force and Effect
as Amended. Except as specifically amended or waived hereby, all of the terms
and conditions of the Pooling and Servicing Agreement shall remain in full force
and effect. All references to the Pooling and Servicing Agreement in any other
document or instrument shall be deemed to mean the Pooling and Servicing
Agreement as amended by this Fifth Amendment. This Fifth Amendment shall not
constitute a novation of the Pooling and Servicing Agreement, but shall
constitute an amendment thereof. The parties hereto agree to be bound by the
terms and obligations of the Pooling and Servicing Agreement, as amended by this
Fifth Amendment, as though the terms and obligations of the Pooling and
Servicing Agreement were set forth herein.
SECTION 4. Counterparts. This Fifth 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 5. Governing Law. THIS FIFTH 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 6. Defined Terms. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the
Pooling and Servicing Agreement.
2
<PAGE> 3
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee
have caused this Fifth Amendment to be duly executed by their respective
officers as of the day and year first above written.
FIRST UNION DIRECT BANK,
NATIONAL ASSOCIATION,
TRANSFEROR AND SERVICER
By: /s/ James H. Gilbraith II
--------------------------
Name: James H. Gilbraith
Title: Managing Director
THE BANK OF NEW YORK,
TRUSTEE
By: /s/ Joyce P. Maccou
----------------------
Name: Joyce P. Maccou
Title: Assistant Treasurer
3
<PAGE> 1
EXHIBIT 20.1
FORM OF MONTHLY SERIES 1996-1 CERTIFICATEHOLDERS' STATEMENT
Series 1996-1
FIRST UNION DIRECT BANK, N.A.
FIRST UNION MASTER CREDIT CARD TRUST
The information which is required to be prepared with respect to the
Distribution Date AUGUST 16, 1999 and with respect to the performance of the
Trust during the preceding Monthly Period.
Capitalized terms used in this Statement have their respective meanings
set forth in the Pooling and Servicing Agreement.
A Information Regarding the Current Monthly Distribution
(Stated on the basis of $1,000 Original Certificate Principal Amount)
<TABLE>
<S> <C>
1 The amount of the current monthly distribution in
respect of Class A Monthly Principal 0
--------------
2 The amount of the current monthly distribution in
respect of Class B Monthly Principal 0
--------------
3 The amount of the current monthly distribution in
respect of Collateral Monthly Principal 0
--------------
4 The amount of the current monthly distribution in
respect of CLASS A MONTHLY INTEREST 4,375,111
--------------
5 The amount of the current monthly distribution in
respect of Class A Deficiency Amounts 0
--------------
6 The amount of the current monthly distribution in
respect of Class A Additional Interest 0
--------------
7 The amount of the current monthly distribution in
respect of CLASS B MONTHLY INTEREST 365,994
--------------
8 The amount of the current monthly distribution in
respect of Class B Deficiency Amounts 0
--------------
9 The amount of the current monthly distribution in
respect of Class B Additional Interest 0
--------------
10 The amount of the current monthly distribution in
respect of COLLATERAL MONTHLY INTEREST 604,805
--------------
11 The amount of the current monthly distribution in
respect of any accrued and unpaid Collateral monthly
interest 0
--------------
</TABLE>
<PAGE> 2
B Information Regarding the Performance of the Trust
1 COLLECTION OF PRINCIPAL RECEIVABLES
<TABLE>
<S> <C>
a) The aggregate amount of Principal Collections
processed during the preceding Monthly
Period which were allocated in respect of the
Class A Certificates 87,457,497
--------------
b) The aggregate amount of Principal Collections
processed during the preceding Monthly
Period which were allocated in respect of the
Class B Certificates 7,155,639
--------------
c) The aggregate amount of Principal Collections
processed during the preceding Monthly Period
which were allocated in respect of the
Collateral Interest 11,395,980
--------------
2 PRINCIPAL RECEIVABLES IN THE TRUST
a) The aggregate amount of Principal
Receivables in the Trust as of the end of the
day on the last day of the preceding Monthly
Period (ending Principal Balance) 1,977,731,155
--------------
b) The amount of Principal Receivables in the
Trust represented by the Investor Interest
of Series 1996-1 as of the end of the day
on the last day of the preceding Monthly
Period 1,115,151,821
--------------
c) The amount of Principal Receivables in the
Trust represented by the Series 1996-1
Adjusted Investor Interest as of the end of
the day on the last day of the preceding
Monthly Period 1,115,151,821
--------------
d) The amount of Principal Receivables in the
Trust represented by the Class A Investor
Interest as of the end of the day on the
last day of the preceding Monthly Period 920,000,000
--------------
e) The amount of Principal Receivables in the
Trust represented by the Class A Adjusted
Investor Interest as of the end of the day
on the last day of the preceding Monthly
Period 920,000,000
--------------
f) The amount of Principal Receivables in the
Trust represented by the Class B Investor
Interest as of the end of the day on the
last day of the preceding Monthly Period 75,273,000
--------------
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the last
day of the preceding Monthly Period 119,878,821
--------------
h) The Floating Investor Percentage with
respect to the preceding Monthly Period 56.36%
--------------
I) The Class A Floating Allocation with respect
to the preceding Monthly Period 46.49%
--------------
j) The Class B Floating Allocation with respect
to the preceding Monthly Period 3.80%
--------------
k) The Collateral Floating Allocation with respect
to the preceding Monthly Period 6.06%
--------------
l) The Fixed Investor Percentage with respect to
the preceding Monthly Period N/A
--------------
m) The Class A Fixed Allocation with respect to
the preceding Monthly Period N/A
--------------
n) The Class B Fixed Allocation with respect to
the preceding Monthly Period N/A
--------------
o) The Collateral Fixed Allocation with respect
to the preceding Monthly Period N/A
--------------
</TABLE>
3 REBATE ACCOUNTS
<TABLE>
<S> <C> <C>
The aggregate amount of Aggregate Percentage of
Receivables arising in Account Total Trust
Rebate Accounts with Balance Receivables
respect to the preceding
Monthly Account Receivable 84,406,752 4.11%
---------- --------
</TABLE>
4 DELINQUENT BALANCES
The aggregate amount of outstanding balances in the Accounts
which were delinquent as of the end of the day on the last day
of the preceding Monthly Period:
<TABLE>
<CAPTION>
Aggregate Percentage of
Account Total
Balance Receivables
<S> <C> <C>
a) 35 - 64 days 24,592,303 1.20%
----------- -----------
b) 65-94 days 12,312,141 0.60%
----------- -----------
c) 95-124 days 9,479,187 0.46%
----------- -----------
d) 125-154 days 7,987,768 0.39%
----------- -----------
e) 155 or more days 6,122,345 0.30%
----------- -----------
Total 60,493,743 2.95%
----------- -----------
</TABLE>
<PAGE> 4
5 CREDIT LOSS AMOUNT (ALLOCABLE TO SERIES 1996-1)
<TABLE>
<S> <C>
a) The Aggregate Credit Loss Amount for
the preceding Monthly Period 4,127,818
--------------
b) The Class A Credit Loss Amount for
the preceding Monthly Period 3,405,449
--------------
c) The Class B Credit Loss Amount for
the preceding Monthly Period 278,629
--------------
d) The Collateral Credit Loss Amount for
the preceding Monthly Period 443,740
--------------
6 INVESTOR CHARGE OFFS
a) The aggregate amount of Class A Investor
Charge Offs for the preceding Monthly Period 0
--------------
b) The aggregate amount of Class A Investor
Charge Offs set forth in 5(a) above per $1,000
of original certificate principal amount 0
--------------
c) The aggregate amount of Class B Investor
Charge Offs for the preceding Monthly Period 0
--------------
d) The aggregate amount of Class B Investor
Charge Offs set forth in 5(c above per $1,000
of original certificate principal amount 0
--------------
e) The aggregate amount of Collateral Charge
Offs for the preceding Monthly Period 0
--------------
f) The aggregate amount of Collateral Charge
Offs set forth in 5(e) above per $1,000 of
original certificate principal amount 0
--------------
g) The aggregate amount of Class A Investor
Charge Offs reimbursed on the Transfer Date
immediately preceding this Distribution Date 0
--------------
h) The aggregate amount of Class A Investor
Charge Offs set forth in 5(g) above per
$1,000 original certificate principal amount
reimbursed on the Transfer Date immediately
preceding this Distribution Date 0
--------------
i) The aggregate amount of Class B Investor
Charge Offs reimbursed on the Transfer Date
immediately preceding this Distribution Date 0
--------------
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
j) The aggregate amount of Class B Investor
Charge Offs set forth in 5(I) above per $1,000
original certificate principal amount reimbursed
on the Transfer Date immediately preceding
this Distribution Date 0
--------------
k) The aggregate amount of Collateral Charge
Offs reimbursed on the Transfer Date
immediately preceding this Distribution Date 0
--------------
l) The aggregate amount of Collateral Charge
Offs set forth in 5(k) above per $1,000
original certificate principal amount reimbursed
on the Transfer Date immediately preceding
this Distribution Date 0
--------------
7 INVESTOR SERVICING FEE - 1.25% (ALLOCABLE TO SERIES 1996-1)
a) The amount of the Class A Servicing Fee
payable by the Trust to the Servicer for
the preceding Monthly Period 958,333
--------------
b) The amount of the Class B Servicing Fee
payable by the Trust to the Servicer for
the preceding Monthly Period 78,409
--------------
c) The amount of the Collateral Servicing Fee
payable by the Trust to the Servicer for
the preceding Monthly Period 124,874
--------------
d) The amount of Servicer Interchange (.75%)
payable by the Trust to the Servicer for the
preceding Monthly Period 696,970
--------------
8 REALLOCATIONS
a) The amount of Reallocated Collateral Principal
collections with respect to this Distribution
Date 0
--------------
b) The amount of Reallocated Class B Principal
collections with respect to this Distribution
Date 0
--------------
c) The COLLATERAL BALANCE as of the close of
business on this Distribution Date 119,878,821
--------------
d) The CLASS B INVESTOR BALANCE as of the close
of business on this Distribution Date 75,273,000
--------------
9 FINANCE CHARGE COLLECTIONS (MINUS SERVICER INTERCHANGE)
ALLOCABLE TO SERIES 1996-1
a) The aggregate amount of Collections of Finance
Charge Receivables processed during the
preceding Monthly Period which were allocated
in respect of the Class A Certificates 15,675,215
--------------
</TABLE>
<PAGE> 6
<TABLE>
<S> <C>
b) The aggregate amount of Collections of Finance
Charge Receivables processed during the
preceding Monthly Period which were allocated
in respect of the Class B Certificates 1,282,522
--------------
c) The aggregate amount of Collections of Finance
Charge Receivables processed during the
preceding Monthly Period which were allocated
in respect of the Collateral Interest 2,042,529
--------------
10 PRINCIPAL FUNDING ACCOUNT
a) The principal amount on deposit in the Principal
Funding Account on or before the Transfer Date
of the preceding Monthly Period 0
--------------
b) The Accumulation Shortfall with respect to the
preceding Monthly Period 0
--------------
c) The Principal Funding Investment Proceeds
deposited in the Finance Charge Account on or
before the Transfer Date of the preceding
Monthly Period 0
--------------
d) The amount of all or the portion of the Reserve
Draw Amount deposited in the Finance Charge
Account on or before the Transfer date of the
preceding Monthly Period from the Reserve Account 0
--------------
11 RESERVE DRAW AMOUNT
12 AVAILABLE FUNDS [FINANCE CHARGE COLLECTIONS MINUS
SERVICER INTERCHANGE]
a) The amount of Class A Available Funds on deposit
in the Finance Charge Account on or before the
Transfer Date of the preceding Monthly Period 15,675,215
--------------
b) The amount of Class B Available Funds on deposit
in the Finance Charge Account on or before the
Transfer Date of the preceding Monthly Period 1,282,522
--------------
c) The amount of Collateral Available Funds on
deposit in the Finance Charge Account on the
preceding Transfer Date 2,042,529
--------------
13 PORTFOLIO YIELD (YIELD MINUS CHARGE OFFS)
a) The Portfolio Yield for the preceding Monthly
Period 16.75%
--------------
b) The Portfolio Adjusted Yield for the preceding
Monthly Period 9.67%
--------------
</TABLE>
<PAGE> 7
C Floating Rate Determinations
<TABLE>
<S> <C>
1 LIBOR for the Interest Period ending on this
Distribution Date 5.18000%
--------------
2 Number of days in this interest period 32
--------------
3 Interest Factor 0.575266%
--------------
D CUSIP Numbers
1 Class A 337365AA8
--------------
2 Class B 337365AB6
--------------
</TABLE>
FIRST UNION DIRECT BANK, N.A.
SERVICER
By: /s/ JAMES H. GILBRAITH, II
-------------------------------------
James H. Gilbraith, II
Managing Director
First Union Direct Bank, N.A.
<PAGE> 1
EXHIBIT 20.2
FIRST UNION MASTER CREDIT CARD TRUST
TRUST & SERIES SUMMARY
JUL-99
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL TRUST FEBRUARY 1999 MARCH-99 APRIL-99
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TOTAL ENDING BALANCE 2,060,152,370 2,040,450,131 2,044,381,980
ENDING PRINCIPAL BALANCE 1,985,733,515 1,970,193,055 1,973,090,573
ENDING NON-PRINCIPAL BALANCE 74,418,855 70,257,076 71,291,407
YIELD 38,335,971 22.66% 41,748,720 25.23% 35,887,835 21.86%
CHARGE-OFFS (5,035,434) -5.26% (8,056,359) -4.87% (7,752,758) -4.72%
NET YIELD: (YIELD - C/O) 33,300,537 17.39% 33,692,361 20.36% 28,135,077 17.14%
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
SERIES 1996-1 FEBRUARY 1999 MARCH-99 APRIL-99
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
MONTH-END INVESTOR BALANCE 1,115,151,821 1,115,151,821 1,115,151,821
INVESTOR PERCENTAGE 54.92% 56.16% 56.60%
3-MONTH AVG. EXCESS SERVICING 10.31% 10.88% 11.15%
YIELD 21,054,249 22.66% 23,445,322 25.23% 20,312,925 21.86%
CHARGE-OFFS (4,892,441) -5.26% (4,524,305) -4.87% (4,388,150) -4.72%
CERTIFICATE INTEREST (4,306,230) -4.63% (4,947,186) -5.32% (5,094,382) -5.48%
SERVICING FEE (1,858,586) -2.00% (1,858,586) -2.00% (1,858,586) -2.00%
EXCESS SERVICING 9,996,992 10.76% 12,115,425 13.04% 8,971,807 9.66%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
FIRST UNION MASTER CREDIT CARD TRUST
TRUST & SERIES SUMMARY
JUL-99
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL TRUST MAY-99 JUN-99 JUL-99
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TOTAL ENDING BALANCE 2,036,087,213 2,050,224,358 2,051,458,697
ENDING PRINCIPAL BALANCE 1,963,822,921 1,978,731,197 1,977,731,155
ENDING NON-PRINCIPAL BALANCE 72,264,292 71,493,160 73,727,542
YIELD 35,696,867 21.71% 38,630,890 23.61% 34,950,879 21.20%
CHARGE-OFFS (8,306,577) -5.05% (7,558,656) -4.62% (7,324,422) -4.44%
NET YIELD: (YIELD - C/O) 27,390,290 16.66% 31,072,234 18.99% 27,626,456 16.75%
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
SERIES 1996-1 MAY-99 JUN-99 JUL-99
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
MONTH-END INVESTOR BALANCE 1,115,151,821 1,115,151,821 1,115,151,821
INVESTOR PERCENTAGE 56.52% 56.78% 56.36%
3-MONTH AVG. EXCESS SERVICING 10.80% 10.39% 10.17%
YIELD 20,175,164 21.71% 21,936,452 23.61% 19,697,236 21.20%
CHARGE-OFFS (4,694,736) -5.05% (4,292,163) -4.62% -4,127,818 -4.44%
CERTIFICATE INTEREST (4,595,448) -4.95% (4,832,902) -5.20% -5,345,910 -5.75%
SERVICING FEE (1,858,586) -2.00% (1,858,586) -2.00% -1,858,586 -2.00%
EXCESS SERVICING 9,026,394 9.71% 10,952,800 11.79% 8,364,921 9.00%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
