<PAGE> 1
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, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 33-98546-01
First Union Direct Bank, N.A.
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(Exact name of registrant as specified in its charter)
on Behalf of the First Union Master Credit Card Trust
<TABLE>
<S> <C>
United States 56-2017017
- ---------------------------------------------- ------------------------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
600 Broad Street
Augusta, Georgia 30903
- --------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (706) 823-2580
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
None
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
- --------------------------------------------------------------------------------
(Title of class)
<PAGE> 2
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 __________
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. [ ]
2
<PAGE> 3
PART I
Item 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.
Item 6. Selected Financial Data.
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Not Applicable.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
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.
3
<PAGE> 4
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
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, 1999. Such direct participants may hold Certificates for
their own accounts or for the accounts of their customers. At December 31, 1999,
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:
SERIES 1996-1
<TABLE>
<CAPTION>
Class A
Participant Quantity Percentage
----------- -------- ----------
<S> <C> <C>
Bank of New York $320,350,000 31.31%
Boston Safe Deposit and Trust Co. $103,645,000 11.27%
Chase Manhattan $ 99,895,000 10.86%
IFTC/SSB $88,750,000 9.65%
Swiss American Securities, Inc. $85,000,000 9.24%
Class B
Swiss American Securities, Inc. $75,273,000 100%
</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.
4
<PAGE> 5
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 31, 2000.
99.2 Management's Assertion on Compliance dated March 17,
2000.
99.3 Annual Auditors' Reports dated January 14, 2000 and
March 17, 2000.
(b) The following three (3) reports on Form 8-K were filed by
the registrant during the quarter ending December 31, 1999:
1. Form 8-K, dated October 15, 1999 filed on October 27, 1999.
(Item 5, Item 7)
2. Form 8-K, dated November 15, 1999 filed on November 16, 1999.
(Item 5, Item 7)
3. Form 8-K, dated December 15, 1999 filed on December 16, 1999.
(Item 5, Item 7)
(c) See Item 14(a)(3) above.
(d) Not Applicable.
5
<PAGE> 6
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 DIRECT BANK, N.A.,
as Servicer on Behalf of the
First Union Master Credit Card Trust.
By: /s/ James H. Gilbraith II
---------------------------
Name: James H. Gilbraith II
Title: Managing Director Securitization
& Structured Finance
6
<PAGE> 1
EXHIBIT 99.1
ANNUAL SERVICER'S CERTIFICATE
FIRST UNION DIRECT BANK, N.A.
FIRST UNION MASTER CREDIT CARD TRUST
The undersigned, a duly authorized representative of First Union Direct
Bank, N.A. ("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 December 31, 1999 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, 2000.
/s/ JAMES H. GILBRAITH, II
------------------------------------------
Name: James H. Gilbraith, II
Title: Managing Director
Securitization & Structured Finance
<PAGE> 1
EXHIBIT 99.2
[Letterhead of First Union Direct Bank, N.A.]
MANAGEMENT'S ASSERTION ON FIRST UNION DIRECT BANK, N.A.'S
COMPLIANCE, AS SERVICER, WITH THE SERVICING REQUIREMENTS
OF THE POOLING AND SERVICING AGREEMENT
Management of First Union Direct Bank, N.A., as Servicer, is responsible for
compliance with the servicing requirements in Article IV, Section 4.03 of the
Pooling and Servicing Agreement for the First Union Master Credit Card Trust
dated September 29, 1995, as amended, including supplements dated March 5, 1996,
April 23, 1996, September 30, 1998 and September 30, 1999, by and between First
Union Direct Bank, N.A., as Transferor and Servicer, and The Bank of New York,
as Trustee (collectively, the "Agreement"), as of and for the fifteen months
ended December 31, 1999.
Management assessed First Union Direct Bank, N.A.'s compliance with the
servicing requirements in Article IV, Section 4.03 of the Agreement. Based upon
this assessment, management believes that First Union Direct Bank, N.A. was
materially in compliance with the servicing requirements in Article IV, Section
4.3 of the Agreement as of and for the fifteen months ended December 31, 1999.
/s/ David A. Nole
David A. Nole
Senior Vice President
First Union Direct Bank, N.A.
/s/ James H. Gilbriath II
James H. Gilbraith II
Vice President and Managing Director
First Union Direct Bank, N.A.
March 17, 2000
<PAGE> 1
EXHIBIT 99.3
[LETTERHEAD OF KPMG LLP]
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors
First Union Direct Bank, N.A.
We have examined management's assertion, included in the accompanying
Management's Assertion on the First Union Direct Bank, N.A.'s Compliance, as
Servicer, with the Servicing Requirements of the Pooling and Servicing
Agreement, that First Union Direct Bank, N.A., as Servicer, complied with the
servicing requirements in Article IV, Section 4.03 of the Pooling and Servicing
Agreement for the First Union Master Credit Card Trust dated September 29, 1995,
as amended, including supplements dated March 5, 1996, April 23, 1996, September
30, 1998 and September 30, 1999, by and between First Union Direct Bank, N.A.
(the "Bank"), as Transferor and Servicer, and The Bank of New York, as Trustee
(collectively, the "Agreement"), during the fifteen months ended December 31,
1999. Management is responsible for the Bank's compliance with the
aforementioned section of the Agreement. Our responsibility is to express and
opinion on the Bank's compliance based upon our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Bank'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 the Bank's compliance with
the aforementioned section of the Agreement.
In our opinion, the Bank complied, in all material respects, with the
aforementioned servicing requirements in Article IV, Section 4.03 of the
Agreement for the fifteen months ended December 31, 1999.
This report is intended solely for the information and use of the board of
directors and management of the Bank and The Bank of New York, and is not
intended to be and should not be used by anyone other than these specified
parties. However, this report may be distributed to those authorized to receive
such information as specified in the Agreement.
/s/ KPMG LLP
March 17, 2000
<PAGE> 2
[Letterhead of KPMG LLP]
Independent Accountants' Report
The Board of Directors
First Union Direct Bank, N.A.:
We have examined management's assertion, included in the accompanying Management
Representations under the FDIC Improvement Act, that First Union Corporation and
subsidiaries (the "Corporation") maintained effective internal control over
financial reporting as of December 31, 1999, based on criteria established in
Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). First Union Direct Bank, N.A.
is a wholly-owned subsidiary of the Corporation. Management is responsible for
maintaining effective internal control over financial reporting. Our
responsibility is to express an opinion on management's assertion based on our
examination. Management has informed us that the scope of their assertion
includes financial reporting presented in conformity with both generally
accepted accounting principles and the Board of Governors of the Federal Reserve
System instructions for the FRY-9C report (The Consolidated Financial Statements
for Bank Holding Companies).
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included obtaining an understanding of the internal control over
financial reporting, testing, and evaluating the design and operating
effectiveness of the internal control, and performing such other procedures as
we considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion.
Because of inherent limitations in any internal control, misstatements due to
errors or fraud may occur and not be detected. Also, projections of any
evaluation for the internal control over financial reporting to future periods
are subject to the risk that the internal control may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In our opinion, management's assertion that the Corporation maintained effective
internal control over financial reporting as of December 31, 1999, is fairly
stated, in all material respects, based upon criteria described in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
/s/ KPMG LLP
January 14, 2000
