UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________
FORM 10-K
X Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1997
__________________
Transition Report Pursuant To Section 13 or 15(d) of the Securities
Exchange Act of 1934
__________________
Commission file number: 333-24023
FIRST NATIONAL BANK OF COMMERCE
(exact name of registrant as specified in its charter)
on behalf of the First NBC Credit Card Master Trust
United States 72-0269760
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
210 Baronne St., New Orleans, Louisiana 70112
(address of principal executive offices and zip code)
Registrant's telephone number, including area code: (504) 623-1371
__________________
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
Title of each class:
First NBC Credit Card Master Trust
Class A 6.15% Asset Backed Certificates, Series 1997-1
and
Class B 6.35% Asset Back Certificates, Series 1997-1
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 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.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE: None
_____________________________________________________________________________
PART I
ITEM 1. BUSINESS
Not applicable.
ITEM 2. PROPERTIES
Not applicable.
ITEM 3. LEGAL PROCEEDINGS
First National Bank of Commerce (First NBC), transferor and servicer
of the Trust, has been named as defendant in various legal actions
arising from normal business activities in which damages in various
amounts are claimed. The amount, if any, of ultimate liability with
respect to such matters cannot be determined. However, after consulting
with legal counsel, management believes any such liability will not have
a material effect on First NBC's financial condition or results of
operations.
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
The Certificates representing investors' interests in the Trust are
held and delivered in book-entry form through the facilities of the
Depository Trust Company (DTC), a "clearing agency" registered pursuant
to the provisions of Section 17A of the Securities Exchange Act of 1934,
as amended. All outstanding Certificates are held by CEDE and Co., the
nominee of DTC.
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
None.
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 1997-1 representing
investors' interests in the First NBC Credit Card Master 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 NBC Credit Card Master 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, 1997. At December 31, 1997, the following direct
participants held positions in the Certificates representing interests in
the First NBC Credit Card Master 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 1997-1
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Participant Principal Amount Percent of Class
--------------------------- ---------------- ----------------
Class A Bank of New York $33,200,000 12.79%
Bankers Trust Company $14,740,000 5.68%
Chase Manhattan Bank $28,780,000 11.09%
Chase Manhattan 10.79%
Bank/Chemical $28,000,000
Fiduciary State Street Bank $24,500,000 9.44%
Investors Fiduciary Trust 5.45%
Company/ State Street Bank $14,140,000
Morgan Stanley & Co., Inc. $50,395,000 19.42%
State Street Bank-Custodian $25,500,000 9.83%
Class B Chase Manhattan Bank $15,000,000 71.43%
State Street Bank-Custodian $4,000,000 19.05%
Suntrust Bank, Atlanta $2,000,000 9.52%
</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) On October 20, 1997, First Commerce Corporation (FCC), the
parent company of First NBC, and BANC ONE CORPORATION (BANC ONE) announced
the signing of a definitive agreement for the merger of FCC with BANC ONE.
Subject to certain conditions being met, it is anticipated that FCC will
merge with BANC ONE in the second quarter of 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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
99.2 Report of Management on Compliance with the Pooling and
Servicing Agreement
99.3 Annual Opinion of Counsel
99.4 Annual Holders' Tax Statement
99.5 Annual Independent Accountants' Servicing Report
(b) During the quarter ended December 31,1997, four reports on Form
8-K were filed with respect to the Trust. Reports dated October 8, 1997;
November 10, 1997; and December 9, 1997 reported monthly statements
reflecting the Trust's activities(Item 7). An October 20, 1997 report
was filed to disclose FCC's agreement to merge with BANC ONE (Item 5).
(c) See Item 14(a)(3)above.
(d) Not applicable.
<PAGE>
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, Thereunto duly
authorized.
FIRST NATIONAL BANK OF COMMERCE
(Registrant)
By:/S/ Thomas L. Callicutt, Jr.
-------------------------------
Name: Thomas L. Callicutt, Jr.
First Commerce Corporation
Title: Executive Vice President, Controller
and Principal Accounting Officer
Dated: March 30, 1998
EXHIBIT 99.1
ANNUAL SERVICER'S CERTIFICATE
First National Bank of Commerce
New Orleans, Louisiana
===============================================================================
First NBC Credit Card Master Trust
Series 1997-1
1997 ANNUAL SERVICER'S CERTIFICATE
===============================================================================
The undersigned, a duly authorized representative of First National Bank of
Commerce, as Servicer ("First NBC"), pursuant to the Pooling and Servicing
Agreement dated as of August 1, 1997 (as may be amended and supplemented
from time to time, the "Agreement"), among First NBC, as Transferor and
Servicer, and The First National Bank of Chicago, as Trustee does hereby
certify that:
1 First NBC 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 except as set forth in paragraph 5.
5 The following is a description of each default in the performance of
Servicer's obligations under the provisions of the Agreement known to
me to have been made by Servicer during the fiscal year ended December
31, 1997, which sets forth in detail (i) the nature of each such
default, (ii) the action taken by 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
the 27th day of February, 1998.
FIRST NATIONAL BANK OF
COMMERCE, Servicer
By /s/ Anne M. Lacourrege
-------------------------------
Name: Anne M. Lacourrege
Title: Servicing Officer
EXHIBIT 99.2
REPORT OF MANAGEMENT ON COMPLIANCE WITH THE POOLING AND
SERVICING AGREEMENT
First National Bank of Commerce
New Orleans, Louisiana
==============================================================================
First NBC Credit Card Master Trust
Series 1997-1
==============================================================================
The Management of First National Bank of Commerce (the "Servicer") is
responsible for complying with the Pooling and Servicing Agreement dated
as of August 1, 1997 between the Servicer and the First National Bank of
Chicago (the "Agreement") and the Series 1997-1 Supplement thereto
(the "Supplement").
Management has performed an evaluation of the Servicer's compliance with
the Agreement and the Supplement and, based on this evaluation, management
believes that the Servicer has complied with the Agreement and the Supplement
during the period August 1, 1997 through December 31,1997.
FIRST NATIONAL BANK OF
COMMERCE, Servicer
By /s/ Anne M. Lacourrege
--------------------------
Name: Anne M. Lacourrege
Title: Servicing Officer
Date: January 31, 1998
EXHIBIT 99.3
Jones, Walker
Waechter, Poitevent
Carrere & Denegre, L.L.P.
January 23, 1998
To the Addressees Listed
on Schedule I Hereto
RE: First NBC Credit Card Master Trust
----------------------------------
Ladies and Gentlemen:
We have acted as special counsel in the State of
Louisiana (the "State") to First National Bank of Commerce, a
national banking association ("Transferor"), in connection
with the issuance by the First NBC Credit Card Master Trust
(the "Trust") of Class A 6.15% Asset Backed Certificates,
Series 1997-1 and Class B 6.35% Asset Backed Certificates,
Series 1997-1 (collectively, the "Certificates") pursuant to
a Pooling and Servicing Agreement dated as of August 1, 1997
(the "P&S Agreement") between Transferor and The First
National Bank of Chicago, as trustee (the "Trustee") of the
Trust, and a Series 1997-1 Supplement to Pooling and Servicing
Agreement dated as of August 1, 1997 between Transferor and
Trustee (the "Supplement"; and together with the P&S Agreement
referred to herein as the "Agreements"). This opinion is
being delivered to you pursuant to Section 13.2(d)(ii) of the
P&S Agreement.
Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings attributed to such
terms in the Agreements and in our opinion dated August 7,
1997 (the "Initial Opinion").
In connection with this opinion, we have (a) investigated
such questions of law and (b) examined originals or certified,
conformed or reproduction copies of such records and documents
as we have deemed necessary or appropriate for the purposes of
this letter.
Based upon the foregoing and subject to the exceptions,
qualifications, limitations and assumptions set forth in the
Initial Opinion, all of which are incorporated herein by
reference, we are of the opinion that: no filing or other
action, other than such filing or action described in the
Initial Opinion, is necessary from the date hereof through
March 31, 1999 to continue the perfected status of the
interest of the Trustee, on behalf of the Trust, in the
collateral described in the Financing Statement.
The opinion given herein is as of the date hereof. We
assume no obligation to update or supplement this opinion to
reflect any facts or circumstances that may hereafter come to
our attention, including but not limited to, changes which
could result from pending or future legislation, law or
jurisprudence.
This opinion is furnished only for you under the
Agreements and the transactions contemplated and the documents
executed in connection therewith and is solely for your
benefit in connection with the above transactions. This
opinion may not be relied upon by you for any other purpose or
relied upon by any other party for any purpose without our
prior written consent.
Very truly yours,
JONES, WALKER, WAECHTER, POITEVENT,
CARRERE & DENEGRE, L.L.P.
/s/ R. Lewis McHenry
---------------------------------
By: R. Lewis McHenry
RLM/lak
Attachment
<PAGE>
Schedule I
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
as Representative of the Several Underwriters
World Financial Center, North Tower
250 Vesey Street
New York, NY 10055
First National Bank of Commerce
201 St. Charles Avenue, 29th Floor
New Orleans, LA 70170
First NBC Credit Card Master Trust
c/o The First National Bank of Chicago
One First National Plaza
2 South Dearborn Street
Chicago, IL 60670
Standard & Poor's Ratings Services,
a division of The McGraw-Hill
Companies
25 Broadway
New York, NY 10004
Moody's Investors Service, Inc.
99 Church Street
New York, NY 10007
Union Bank of Switzerland
299 Park Avenue
New York, NY 10171
EXHIBIT 99.4
<TABLE>
<CAPTION>
ANNUAL HOLDERS' TAX STATEMENT
First National Bank of Commerce
New Orleans, Louisiana
=================================================================================================
First NBC Credit Card Master Trust
Series 1997-1
1997 ANNUAL TAX STATEMENT
=================================================================================================
<S> <C>
A Information regarding Payments in respect of the Class A Certificates
a.1 Total Payment for the year ended 12/31/97 5,674,400.00
a.2 Total Payment per $1,000 of Original Certificate Amount 21.866667
b.1 Amount of Payment in respect of Class A Monthly Interest 5,674,400.00
b.2 Amount of Payment in respect of Class A Monthly Interest
per $1,000 of Original Certificate Amount 21.866667
c.1 Amount of Payment in respect of Class A Overdue Monthly Interest -
c.2 Amount of Payment in respect of Class A Overdue Monthly Interest
per $1,000 of Original Certificate Amount -
d.1 Amount of Payment in respect of Class A Additional Interest -
d.2 Amount of Payment in respect of Class A Additional Interest
per $1,000 of Original Certificate Amount -
e.1 Amount of Payment in respect of Class A Principal -
e.2 Amount of Payment in respect of Class A Principal per $1,000
of Original Certificate Amount -
B Information regarding Payments in respect of the Class B Certificates
a.1 Total Payment for the year ended 12/31/97 474,133.33
a.2 Total Payment per $1,000 of Original Certificate Amount 22.577778
b.1 Amount of Payment in respect of Class B Monthly Interest 474,133.33
b.2 Amount of Payment in respect of Class B Monthly Interest
per $1,000 of Original Certificate Amount 22.577778
c.1 Amount of Payment in respect of Class B Overdue Monthly Interest -
c.2 Amount of Payment in respect of Class B Overdue Monthly Interest
per $1,000 of Original Certificate Amount -
d.1 Amount of Payment in respect of Class B Additional Interest -
d.2 Amount of Payment in respect of Class B Additional Interest
per $1,000 of Original Certificate Amount -
e.1 Amount of Payment in respect of Class B Principal -
e.2 Amount of Payment in respect of Class B Principal per $1,000
of Original Certificate Amount -
C Information regarding Payments in respect of the Collateral Interest
a.1 Total Payment for the year ended 12/31/97 439,882.08
a.2 Total Payment per $1,000 of Original Certificate Amount 22.558055
b.1 Amount of Payment in respect of Collateral Interest Monthly Interest 439,882.08
b.2 Amount of Payment in respect of Collateral Monthly Interest
per $1,000 of Original Certificate Amount 22.558055
c.1 Amount of Payment in respect of Collateral Interest Overdue
Monthly Interest -
c.2 Amount of Payment in respect of Collateral Interest Overdue
Monthly Interest per $1,000 of Original Certificate Amount -
d.1 Amount of Payment in respect of Collateral Interest Additional
Interest -
d.2 Amount of Payment in respect of Collateral Interest Additional
Interest per $1,000 of Original Certificate Amount -
e.1 Amount of Payment in respect of Collateral Interest Principal -
e.2 Amount of Payment in respect of Collateral Interest Principal
per $1,000 of Original Certificate Amount -
</TABLE>
FIRST NATIONAL BANK OF
COMMERCE, Servicer
By /s/Anne M. Lacourrege
----------------------
Name: Anne M. Lacourrege
Title: Servicing Officer
EXHIBIT 99.5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To First National Bank of Commerce
As Servicer:
We have examined management's assertion about First National Bank of Commerce's
(the "Servicer") compliance with the Pooling and Servicing Agreement dated as
of August 1, 1997 between the Servicer and the First National Bank of Chicago
(the "Agreement") and the Series 1997-1 Supplement thereto (the "Supplement"),
relating to the issuance by the Trust of a series of Fixed and Floating Rate
Asset Backed Certificates during the period August 1, 1997 through December 31,
1997 included in the accompanying Report of Management on Compliance with the
Pooling and Servicing Agreement. Management is responsible for the Servicer's
compliance with the Agreement and the Supplement. Our responsibility is to
express an opinion on management's assertion about the Servicer's compliance
based on 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 the Servicer's compliance with those
requirements 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
Servicer's compliance with the Agreement and the Supplement.
In our opinion, management's assertion that the Servicer complied with the
Agreement and the Supplement Requirements during the period August 1, 1997
through December 31, 1997 is fairly stated, in all material respects.
New Orleans, Louisiana
January 31, 1998
<PAGE>
