FIRST NATIONAL BANK OF COMMERCE
8-K, 1998-12-09
ASSET-BACKED SECURITIES
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<PAGE>
 
                                 UNITED STATES
                      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)          JULY 10, 1998
                                                              -------------

                      FIRST NBC CREDIT CARD MASTER TRUST
- --------------------------------------------------------------------------------
                         (Issuer of the Certificates)


                        FIRST NATIONAL BANK OF COMMERCE
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                                        
        LOUISIANA                 333-24023                  72-0269760
        ---------                 ---------                  ----------
(State or other jurisidiction  (Commission File     (IRS Employer Identification
    of incorporation)               Number)                    Number)

                                        

210 BARONNE STREET, NEW ORLEANS, LOUISIANA                              70112
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)


            504/623-1371
- ----------------------------------------
Registrant's telephone number, including area code


                                      N/A
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
<PAGE>
 
ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

          (c)     Exhibits


      EXHIBIT NO.      DOCUMENT DESCRIPTION
      -----------      --------------------
 
          20.1         Monthly Servicer's Certificate, Series 1997-1

          20.2         Monthly Holders' Statement, Series 1997-1
<PAGE>
 
                                   SIGNATURE



     Pursuant to the requirements 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.
                                      -----------------------------------------
                                      Thomas L. Callicutt, Jr.
                                      Louisiana Banc One Corporation
                                      Executive Vice President, Controller and
                                      Principal Accounting Officer



Date:  July 21, 1998
       -------------
<PAGE>
 
                               INDEX TO EXHIBITS


EXHIBIT NO.     DOCUMENT DESCRIPTION                         SEQUENTIAL PAGE NO.
- -----------     --------------------                         -------------------

   20.1         Monthly Servicer's Certificate, Series 1997-1          5

   20.2         Monthly Holders' Statement, Series 1997-1             10

<PAGE>
 
                                                                    EXHIBIT 20.1


                        MONTHLY SERVICER'S CERTIFICATE
                        First National Bank of Commerce
                            New Orleans, Louisiana
                      First NBC Credit Card Master Trust
                                 Series 1997-1

                      For the 7/10/98 Determination Date
                          For the 11th Monthly Period

      The undersigned, a duly authorized representative of First National Bank
 of Commerce, as Servicer, pursuant to the Pooling and Servicing Agreement (the
 "Pooling and Servicing Agreement"), dated as of August 1, 1997 by and between
 First National Bank of Commerce and The First National Bank of Chicago, as
 Trustee, does hereby certify as follows:

     1  Capitalized terms used in this Certificate have their respective
        meanings as set forth in the Pooling and Servicing Agreement; provided,
        that the "preceding Monthly Period" shall mean the Monthly Period
        immediately preceding the calendar month in which this Certificate is
        delivered. This Certificate is delivered pursuant to subsection 3.4(b)
        of the Pooling and Servicing Agreement. References herein to certain
        sections and subsections are references to the respective sections and
        subsections of the Pooling and Servicing Agreement, as amended by the
        applicable Series Supplement.

     2  First National Bank of Commerce is Servicer under the Pooling and
        Servicing Agreement.

     3  The undersigned is a Servicing Officer.

     4  The date of this Certificate is July 10, 1998, which is a Determination
        Date under the Pooling and Servicing Agreement.

     5  The aggregate amount of Collections processed during the preceding
        Monthly Period [equal to 5(a) plus 5(b)] was $125,560,784.

        (a)       The aggregate amount of Collections of Finance Charge
                  Receivables collected during the preceding Monthly Period (the
                  "Collections of Finance Charge Receivables") was $13,942,192.

        (b)       The aggregate amount of Collections of Principal Receivables
                  collected during the preceding Monthly Period (the
                  "Collections of Principal Receivables") was $111,618,592.

     6  The aggregate amount of Receivables as of the end of the last day of the
        preceding Monthly Period was $821,654,143.

     7  Included is an authentic copy of the statements required to be delivered
        by the Servicer on the date of this Certificate to the Paying Agent
        pursuant to Article V.

     8  To the knowledge of the undersigned, there are no liens on any 
        Receivables in the Trust except as described below:

        None.

     9  The amount, if any, by which the sum of the balance of the Excess
        Funding Account and the Aggregate Principal Receivables exceeds the
        Minimum Aggregate Principal Receivables required to be maintained
        pursuant to the Pooling and Servicing Agreement, is equal to
        $521,654,143.

    10  The amount, if any, of the withdrawal of the Specified Deposit from the
        Finance Charge Account required to be made by the Trustee pursuant to
        subsection 4.3(a) of the Pooling and Servicing Agreement on the related
        Transfer Date is $0.
<PAGE>
 
Monthly Servicer's Certificate
Page 2  (all amounts in dollars except percentages)

<TABLE> 
<CAPTION> 

   <S>                                                                 <C> 
    11  Monthly Period Trust Activity
   (a)  Trust Activity                                                     Total Trust
       =============================================                    ===================
        Beginning Aggregate Principal Receivables                              821,768,441
        Beginning Excess Funding Account Balance                                         -
        Beginning Total Principal Balance                                      821,768,441
        Collections of Finance Charge Receivables                               13,942,192
        Discount Percentage                                                              -
        Discount Option Receivables Collections                                          -
        Net Recoveries                                                                   -
        Total  Collections of Finance Charge Receivables                        13,942,192
        Total Collections of Principal Receivables                             111,618,592
        Net Default Amount                                                       3,337,708
        Minimum Aggregate Principal Receivables Balance                        300,000,000
        Ending Aggregate Principal Receivables                                 821,654,143
        Ending Excess Funding Account Balance                                            -
        Ending Total Principal Balance                                         821,654,143
        <S>                                                             <C>                       <C> 
   (b)  Series Allocations                                                Series 1997-1            All Series
       =============================================                    =======================================
        Group Number                                                                     1
        Investor Interest                                                      300,000,000         300,000,000
        Adjusted Investor Interest                                             300,000,000         300,000,000
        Principal Funding Account Balance                                                -                   -
        Minimum Transferor Interest                                             57,515,790          57,515,790

   (c)  Group I Allocations                                               Series 1997-1          Total Group I
       =============================================                    =======================================
        Investor Finance Charge Collections                                      5,089,824           5,089,824

        Investor Monthly Interest                                                1,542,727           1,542,727
        Investor Monthly Fees (Servicing Fee)                                      500,000             500,000
        Investor Default Amounts                                                 1,218,485           1,218,485
        Investor Additional Amounts                                                      -                   -
        Total                                                                    3,261,212           3,261,212

        Reallocated Investor Finance Charge Collections                          5,089,824           5,089,824
        Available Excess                                                         1,828,612           1,828,612

    12  Series 1997-1 Certificates
                                                          Series 1997-1      Total Investor       Transferor's
   (a)  Investor/Transferor Allocations                    Allocations          Interest            Interest
       ========================================================================================================
       <S>                                              <C>                  <C>                <C> 
        Beginning Investor/Transferor Amounts               821,768,441        300,000,000         521,768,441
        Beginning Adjusted Investor Interest                821,768,441        300,000,000         521,768,441
        Floating Investor Percentage                          100.00000%          36.50663%           63.49337%
        Fixed Investor Percentage                                     -                  -                   -
        Collections of Finance Chg. Receivables              13,942,192          5,089,824           8,852,368
        Collections of Principal Receivables                111,618,592         40,748,186          70,870,406
        Net Default Amount                                    3,337,708          1,218,485           2,119,223

        Ending Investor/Transferor Amounts                  821,654,143        300,000,000         521,654,143
</TABLE> 
<PAGE>
 
Monthly Servicer's Certificate
Page 3  (all amounts in dollars except percentages)

<TABLE> 
<CAPTION> 
                                                                                                Collateral
   (b)  Monthly Period Funding Requirements               Class A            Class B             Interest             Total
       ============================================================================================================================
        <S>                                               <C>                <C>                <C>                     <C> 
        Principal Funding Account                                     -                  -                   -                   -
        Principal Funding Investment Proceeds                         -                  -                   -                   -
        Withdrawal from Reserve Account                               -                  -                   -                   -
        Available Reserve Account Amount                              -                  -                   -                   -
        Required Reserve Account Amount                               -                  -                   -                   -

        Coupon                                                  6.15000%           6.35000%            6.25625%            6.17091%
        Floating Investor Percentage                           31.57824%           2.55546%            2.37293%           36.50663%
        Fixed Investor Percentage                                     -                  -                   -                   -
        Investor Monthly Interest                             1,329,938            111,125             101,664           1,542,727
        Overdue Monthly Interest                                      -                  -                   -                   -
        Additional Interest                                           -                  -                   -                   -
                Total Interest Due                            1,329,938            111,125             101,664           1,542,727
        Investor Default Amounts                              1,053,989             85,295              79,201           1,218,485
        Investor Monthly Fees                                   432,500             35,000              32,500             500,000
        Investor Additional Amounts                                   -                  -                   -                   -
                Total Due                                     2,816,427            231,420             213,365           3,261,212

                                                                                                Collateral
   (c)  Certificates - Balances and Distributions         Class A            Class B             Interest             Total
       ============================================================================================================================
        Beginning Investor Interest                         259,500,000         21,000,000          19,500,000         300,000,000
        Monthly Principal-Prin. Funding Account                       -                  -                   -                   -
        Principal Payments                                            -                  -                   -                   -
        Interest Payments                                     1,329,938            111,125             101,664           1,542,727
        Total Payments                                        1,329,938            111,125             101,664           1,542,727
        Ending Investor Interest                            259,500,000         21,000,000          19,500,000         300,000,000
        
   (d)  Information regarding Payments in respect of the Class A Certificates
        (per $1,000 original certificate principal amount)
        1.  Total Payment                                                                                         5.125000
        2.  Amount of Payment in respect of Class A Monthly Interest                                              5.125000
        3.  Amount of Payment in respect of Class A Overdue Monthly Interest                                      -
        4.  Amount of Payment in respect of Class A Additional Interest                                           -
        5.  Amount of Payment in respect of Class A Principal                                                     -
                                                                                                               
   (e) Class A Investor Charge-Offs/Reimbursement of Class A Investor Charge-Offs
        1.  Total amount of Class A Investor Charge-Offs                                                          -
        2.  Amount of Class A Investor Charge-Offs per $1,000 original certificate principal amount               -
        3.  Total amount reimbursed in respect of Class A Investor Charge-Offs                                    -
        4.  Amount reimbursed in respect of Class A Investor Charge-Offs per $1,000 original                   
             principal amount                                                                                     -
        5.  The amount, if any, by which the outstanding Principal Balance of the Class A                      
             Certificates exceeds the Class A Adjusted Investor Interest after giving effect to all            
             transactions on such Distribution Date                                                               -
                                                                                                               
   (f)  Information regarding Payments in respect of the Class B Certificates                                  
        (per $1,000 original certificate principal amount)                                                     
        1.  Total Payment                                                                                         5.291670
        2.  Amount of Payment in respect of Class B Monthly Interest                                              5.291670
        3.  Amount of Payment in respect of Class B Overdue Monthly Interest                                      -
        4.  Amount of Payment in respect of Class B Additional Interest                                           -
        5.  Amount of Payment in respect of Class B Principal                                                     -

</TABLE> 
<PAGE>
 
Monthly Servicer's Certificate
Page 4  (all amounts in dollars except percentages)

<TABLE> 
<CAPTION> 
   <S>                                                                                                        <C> 
   (g)  Amount of reductions in Class B Investor Interest pursuant to clauses
        (c), (d) and (e) of the definition of Class B Investor Interest
        1.  Amount of reductions in Class B Investor Interest                                                         -
        2.  Amount of reductions in Class B Investor Interest per $1,000 original certificate              
             principal amount                                                                                         -
        3.  Total amount reimbursed in respect of reductions of Class B Investor Interest                             -
        4.  Amount reimbursed in respect of reductions of Class B Investor Interest per                    
             $1,000 original certificate principal amount                                                             -
        5.  The amount, if any, by which the outstanding Principal Balance of the Class B                  
             Certificates exceeds the Class B Investor Interest after giving effect to all                 
             transactions on such Distribution Date                                                                   -
                                                                                                           
   (h) Information regarding Distribution in respect of the Collateral Interest                            
        1.  Total distribution                                                                                 5.213540
        2.  Amount of distribution in respect of Collateral Monthly Interest                                   5.213540
        3.  Amount of distribution in respect of Collateral Overdue Interest                                          -
        4.  Amount of distribution in respect of Collateral Monthly Principal                                         -
                                                                                                           
   (i)  Amount of reductions in Collateral Interest pursuant to clauses (c), (d)                           
        and (e) of the definition of Collateral Interest                                                   
        1.  Amount of reductions in Collateral Interest                                                               -
        2.  Total amount reimbursed in respect of reductions of Collateral Interest                                   -
                                                                                                           
   (j)  Application of Reallocated Investor Finance Charge Collections                                     
        1.  Class A Available Funds                                                                           4,402,699
                                                                                                           
             a.  Class A Monthly Interest                                                                     1,329,938
             b.  Class A Overdue Monthly Interest                                                                     -
             c.  Class A Additional Interest                                                                          -
             d.  Class A Servicing Fee                                                                          432,500
             e.  Class A Investor Default Amount                                                              1,053,989
                                                                                                           
             f.   Excess Spread                                                                               1,586,272
                                                                                                           
        2.  Class B Available Funds                                                                             356,287
                                                                                                           
             a.  Class B Monthly Interest                                                                       111,125
             b.  Class B Overdue Monthly Interest                                                                     -
             c.  Class B Additional Interest                                                                          -
             d.  Class B Servicing Fee                                                                           35,000
                                                                                                           
             e.  Excess Spread                                                                                  210,162
                                                                                                           
        3.  Collateral Holder Available Funds                                                                   330,838
                                                                                                           
             a.  Excess Spread                                                                                  330,838
                                                                                                           
        4.  Total Excess Spread                                                                               2,127,272
</TABLE> 
<PAGE>
 
Monthly Servicer's Certificate
Page 5  (all amounts in dollars except percentages)

<TABLE> 
<CAPTION> 
   <S>                                                                                                     <C> 
   (k)  Application of Excess Spread and Excess Finance Charge Collections Allocated to Series 1997-1
         1.  Beginning Excess Spread                                                                         2,127,272
         2.  Excess Finance Charge Collections                                                                       -
         3.  Applied to fund Class A Required Amount                                                                 -
         4.  Unreimbursed Class A Investor Charge-Offs                                                               -
         5.  Applied to fund Class B Required Amount                                                            85,295
         6.  Reductions of Class B Investor Interest treated as Available Principal Collections                      -
         7.  Applied to Collateral Monthly Interest and unpaid Collateral Monthly Interest                     101,664
         8.  Applied to Collateral Interest Servicing Fee and any overdue Collateral Interest Servicing Fee     32,500
         9.  Collateral Investor Default Amount treated as Available Principal Collections                      79,201
        10. Reductions of Collateral Interest treated as Available Principal Collections                             -
        11. Deposit to Reserve Account (if required)                                                                 -
        12. Applied to other amounts owed to Collateral Interest Holder                                              -
        13. Balance to constitute Excess Finance Charge Collections for other series                         1,828,612
                                                                                                            
    13  Trust Performance                                                                                   
   (a)  Delinquencies                                                                                       
        1.  31-59 days                                                                                      13,054,374
        2.  60-89 days                                                                                       8,554,916
        3.  90 days and over                                                                                12,144,767
        4.  Total 30+ days delinquent                                                                       33,754,057
                                                                                                            
   (b)  Base Rate                                                                                           
             a.  Current Monthly Period                                                                          8.171%
             b.  Prior Monthly Period                                                                            8.171%
             c.  Second Prior Monthly Period                                                                     8.171%
   (c)  Three Month Average Base Rate                                                                            8.171%
                                                                                                            
   (d) Portfolio Yield (gross portfolio yield less net defaults)                                            
             a.  Current Monthly Period                                                                       15.48536%
             b.  Prior Monthly Period                                                                         13.88875%
             c.  Second Prior Monthly Period                                                                  13.86360%
   (e)  Three Month Average Portfolio Yield                                                                   14.41257%
                                                                                                            
   (f)  Excess Spread  Percentage                                                                           
             a.  Current Monthly Period                                                                        7.31445%
             b.  Prior Monthly Period                                                                          5.71775%
             c.  Second Prior Monthly Period                                                                   5.69260%
   (g)  Three Month Average Excess Spread Percentage                                                           6.24160%
                                                                                                            
   (h)  Monthly Payment Rate (total collections/beginning aggregate principal receivables)                    15.27934%
                                                                                                            
   (i)  Portfolio Adjusted Yield                                                                               6.81445%

        IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
         certificate this 10th day of July, 1998.
</TABLE> 

                                   First National Bank of Commerce, as Servicer

                                   By: /s/ Jane B. Truett
                                      ---------------------------------------
                                      Name:  Jane B. Truett
                                      Title:  Vice President and Controller

<PAGE>
 
                                                                    EXHIBIT 20.2

                          MONTHLY HOLDERS' STATEMENT
                        First National Bank of Commerce
                            New Orleans, Louisiana

- --------------------------------------------------------------------------------
                      First NBC Credit Card Master Trust
                                 Series 1997-1
                                 July 10,1998
- --------------------------------------------------------------------------------

Under the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of August 1, 1997 by and between First National Bank of
Commerce, as Seller and Servicer ("FNBC"), and The First National Bank of
Chicago, as Trustee, (the "Trustee"), as amended and supplemented by the Series
1997-1 Supplement dated as of August 1, 1997 by and between FNBC and the
Trustee, FNBC, as Servicer, is required to prepare certain information for each
Distribution Date regarding current distributions to Certificateholders and the
performance of the First NBC Credit Card Master Trust (the "Trust") during the
previous period. The information which is required to be prepared with respect
to the distribution on the July 15,1998 Distribution Date, and with respect to
the performance of the Trust during the month of 6/1/98 to 6/30/98 is set forth
below. Certain of the information is presented on the basis of an original
principal amount of $1,000 per Series 1997-1 Certificate (a "Certificate").
Certain other information is presented based on the aggregate amounts for the
Trust as a whole. Capitalized terms used in this Monthly Statement have their
respective meanings set forth in the Pooling and Servicing Agreement and the
Supplement.

A  Series 1997-1 Certificates
     1  Information regarding Payments in respect of the Class A
        Certificates (per $1,000 original certificate principal amount)
          a  Total Payment                                              5.125000
          b  Amount of Payment in respect of Class A Monthly Interest   5.125000
          c  Amount of Payment in respect of Class A Overdue Monthly 
             Interest                                                        -
          d  Amount of Payment in respect of Class A Additional Interest     -
          e  Amount of Payment in respect of Class A Principal               -
   
     2  Class A Investor Charge-Offs/Reimbursement of Class A Investor
        Charge-Offs
          a  Total amount of Class A Investor Charge-Offs                    -
          b  Amount of Class A Investor Charge-Offs per $1,000 original 
             certificate principal amount                                    -
          c  Total amount reimbursed in respect of Class A Investor 
             Charge-Offs                                                     -
          d  Amount reimbursed in respect of Class A Investor 
             Charge-Offs per $1,000 original principal amount                -
          e  The amount, if any, by which the outstanding Principal 
             Balance of the Class A Certificates exceeds the Class A 
             Adjusted Investor Interest after giving effect to all
             transactions on such Distribution Date                          -

     3  Information regarding Payments in respect of the Class B
        Certificates (per $1,000 original certificate principal amount)
          a  Total Payment                                              5.291670
          b  Amount of Payment in respect of Class B Monthly Interest   5.291670
          c  Amount of Payment in respect of Class B Overdue Monthly 
             Interest                                                        -
          d  Amount of Payment in respect of Class B Additional Interest     -
          e  Amount of Payment in respect of Class B Principal               -

     4  Amount of reductions in Class B Investor Interest pursuant to
        clauses (c), (d) and (e) of the definition of Class B Investor
        Interest
          a  Amount of reductions in Class B Investor Interest               -
          b  Amount of reductions in Class B Investor Interest per 
             $1,000 original certificate principal amount                    -
          c  Total amount reimbursed in respect of reductions of Class B 
             Investor Interest                                               -
          d  Amount reimbursed in respect of reductions of Class B 
             Investor Interest per $1,000 original certificate principal 
             amount                                                          -
          e  The amount, if any, by which the outstanding Principal 
             Balance of the Class B Certificates exceeds the Class B 
             Investor Interest after giving effect to all transactions 
             on such Distribution Date                                       -
<PAGE>
 
Monthly Holders' Statement
Page 2  (all amounts in dollars except percentages)

     5  Information regarding Distribution in respect of the Collateral
        Interest
          a  Total distribution                                         5.213540
          b  Amount of distribution in respect of Collateral Monthly 
             Interest                                                   5.213540
          c  Amount of distribution in respect of Collateral Overdue 
             Interest                                                        -
          d  Amount of distribution in respect of Collateral Monthly 
             Principal                                                       -

     6  Amount of reductions in Collateral Interest pursuant to clauses
        (c), (d) and (e) of the definition of Collateral Interest
          a  Amount of reductions in Collateral Interest                     -
          b  Total amount reimbursed in respect of reductions of 
             Collateral Interest                                             -

B  Trust Performance
     1  Delinquencies
          a  31-59 days                                              13,054,374
          b  60-89 days                                               8,554,916
          c  90 days and over                                        12,144,767
          d  Total 30+ days delinquent                               33,754,057

     2  Base Rate
          a  Current Monthly Period                                      8.171%
          b  Prior Monthly Period                                        8.171%
          c  Second Prior Monthly Period                                 8.171%
     3  Three Month Average Base Rate                                    8.171%

     4  Portfolio Yield (gross portfolio yield less net defaults)
          a  Current Monthly Period                                   15.48536%
          b  Prior Monthly Period                                     13.88875%
          c  Second Prior Monthly Period                              13.86360%
     5  Three Month Average Portfolio Yield                           14.41257%

     6  Excess Spread  Percentage
          a  Current Monthly Period                                    7.31445%
          b  Prior Monthly Period                                      5.71775%
          c  Second Prior Monthly Period                               5.69260%
     7  Three Month Average Excess Spread Percentage                   6.24160%

     8  Monthly Payment Rate (total collections/beginning aggregate 
        principal receivables)                                        15.27934%

     9  Portfolio Adjusted Yield                                       6.81445%


                   First National Bank of Commerce, Servicer

                By: /s/ Jane B. Truett
                   -------------------------------------
              Name:  Jane B. Truett
              Title: Vice President and Controller


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