SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
PARTNERS FIRST RECEIVABLES FUNDING, LLC
(Exact Name of Registrant as Specified in its Charter)
PARTNERS FIRST CREDIT CARD MASTER TRUST
(Issuer with respect to the Securities)
Delaware 52-2072056
(State of Organization) (I.R.S. Employee Identification No.)
900 Elkridge Landing Road, Suite 301
Linthicum, Maryland 21090
(Address of Principal Executive Offices) (Zip Code)
Securities Act registration statement file numbers to which this form
relates:
333-29495 and 333-29495-01
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to is effective pursuant to
General Instruction A.(c), General Instruction A.(d),
please check the following please check the following
box. [___] box. [X]
Securities to be Registered Pursuant to Section 12(b) of the Act:
None
Securities to be Registered Pursuant to Section 12(g) of the Act:
Partners First Credit Card Master Trust
Class A Floating Rate Asset-Backed Securities, Series 1998-2
Class B Floating Rate Asset-Backed Securities, Series 1998-2
Class A Floating Rate Asset-Backed Securities, Series 1998-3
Class B Floating Rate Asset-Backed Securities, Series 1998-3
(Title of Class)
An Index to Exhibits begins on Page 5
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The description of the Class A Floating Rate Asset-Backed Securities,
Series 1998-2 and the Class B Floating Rate Asset-Backed Securities, Series
1998-2 appears under the captions entitled: "Prospectus Summary"; "Risk
Factors"; "Description of the Securities"; "Certain Legal Aspects of the
Receivables"; "U.S. Federal Income Tax Consequences"; "State and Local
Taxation" and "ERISA Considerations" in the Prospectus, dated June 22,
1998, and "Summary of Series Terms"; "Risk Factors"; "Maturity
Considerations"; "The Receivables" and "Series Provisions" in the
Prospectus Supplement, dated June 22, 1998, relating to the Series 1998-2
Securities, and filed June 23, 1998 pursuant to Rule 424(b) relating to the
Registration Statement on Form S-3 Nos. 333-29495 and 333-29495-01 (the
Prospectus and the Prospectus Supplement are incorporated herein by
reference as Exhibit 4.1).
The description of the Class A Floating Rate Asset-Backed Securities,
Series 1998-3 and the Class B Floating Rate Asset-Backed Securities, Series
1998-3 appears under the captions entitled: "Prospectus Summary"; "Risk
Factors"; "Description of the Securities"; "Certain Legal Aspects of the
Receivables"; "U.S. Federal Income Tax Consequences"; "State and Local
Taxation" and "ERISA Considerations" in the Prospectus, dated June 22,
1998, and "Summary of Series Terms"; "Risk Factors"; "Maturity
Considerations"; "The Receivables" and "Series Provisions" in the
Prospectus Supplement, dated June 22, 1998, relating to the Series 1998-3
Securities, and filed June 23, 1998 pursuant to Rule 424(b) relating to the
Registration Statement on Form S-3 Nos. 333-29495 and 333-29495-01 (the
Prospectus and the Prospectus Supplement are incorporated herein by
reference as Exhibit 4.2).
Item 2. Exhibits.
1.1 Amended and Restated Pooling and Servicing Agreement, dated as of June
26, 1998. (Incorporated by reference to Exhibit No. 4.1 of Form 8-K
of the Registrant dated July 9, 1998).
2.1 Series 1998-2 Supplement, dated as of June 26, 1998, to the Amended
and Restated Pooling and Servicing Agreement. (Incorporated by
reference to Exhibit No. 4.2 of Form 8-K of the Registrant dated July
9, 1998).
2.2 Series 1998-3 Supplement, dated as of June 26, 1998, to the Amended
and Restated Pooling and Servicing Agreement. (Incorporated by
reference to Exhibit No. 4.3 of Form 8-K of the Registrant dated July
9, 1998).
3.1 Amended and Restated Receivables Purchase Agreement, dated as of June
26, 1998. (Incorporated by reference to Exhibit No. 4.5 of Form 8-K
of the Registrant dated July 9, 1998).
4.1 Prospectus Supplement, dated June 22, 1998, together with the
Prospectus, dated June 22, 1998, relating to the Series 1998-2
Securities (as filed with the Securities and Exchange Commission on
June 23, 1998, pursuant to Rule 424(b), which filing is incorporated
herein by reference).
4.2 Prospectus Supplement, dated June 22, 1998, together with the
Prospectus, dated June 22, 1998, relating to the Series 1998-3
Securities (as filed with the Securities and Exchange Commission on
June 23, 1998, pursuant to Rule 424(b), which filing is incorporated
herein by reference).
5.1 Specimen securities representing Class A Floating Rate Asset-Backed
Securities, Series 1998-2 and Class B Floating Rate Asset-Backed
Securities, Series 1998-2 (included within Exhibit 2.1).
5.2 Specimen securities representing Class A Floating Rate Asset-Backed
Securities, Series 1998-3 and Class B Floating Rate Asset-Backed
Securities, Series 1998-3 (included within Exhibit 2.2).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrants have duly caused this registration statement
to be signed on their behalf by the undersigned hereunto duly authorized.
PARTNERS FIRST RECEIVABLES FUNDING, LLC
(REGISTRANT)
DATED: April 28, 1999 By: /s/ Mark J. Norwicz
_____________________________________
Name: Mark J. Norwicz
Title: Treasurer
PARTNERS FIRST CREDIT CARD MASTER TRUST
(CO-REGISTRANT)
DATED: April 28, 1999 By: PARTNERS FIRST RECEIVABLES FUNDING, LLC
(Originator of the Co-Registrant)
By: /s/ Mark J. Norwicz
_________________________________
Name: Mark J. Norwicz
Title: Treasurer
EXHIBIT INDEX
Exhibit No.
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1.1 Amended and Restated Pooling and Servicing Agreement, dated as of June
26, 1998. (Incorporated by reference to Exhibit No. 4.1 of Form 8-K
of the Registrant dated July 9, 1998).
2.1 Series 1998-2 Supplement, dated as of June 26, 1998, to the Amended
and Restated Pooling and Servicing Agreement. (Incorporated by
reference to Exhibit No. 4.2 of Form 8-K of the Registrant dated July
9, 1998).
2.2 Series 1998-3 Supplement, dated as of June 26, 1998, to the Amended
and Restated Pooling and Servicing Agreement. (Incorporated by
reference to Exhibit No. 4.3 of Form 8-K of the Registrant dated July
9, 1998).
3.1 Amended and Restated Receivables Purchase Agreement, dated as of June
26, 1998. (Incorporated by reference to Exhibit No. 4.5 of Form 8-K
of the Registrant dated July 9, 1998).
4.1 Prospectus Supplement, dated June 22, 1998, together with the
Prospectus, dated June 22, 1998, relating to the Series 1998-2
Securities (as filed with the Securities and Exchange Commission on
June 23, 1998, pursuant to Rule 424(b), which filing is incorporated
herein by reference).
4.2 Prospectus Supplement, dated June 22, 1998, together with the
Prospectus, dated June 22, 1998, relating to the Series 1998-3
Securities (as filed with the Securities and Exchange Commission on
June 23, 1998, pursuant to Rule 424(b), which filing is incorporated
herein by reference).
5.1 Specimen securities representing Class A Floating Rate Asset-Backed
Securities, Series 1998-2 and Class B Floating Rate Asset-Backed
Securities, Series 1998-2 (included within Exhibit 2.1).
5.2 Specimen securities representing Class A Floating Rate Asset-Backed
Securities, Series 1998-3 and Class B Floating Rate Asset-Backed
Securities, Series 1998-3 (included within Exhibit 2.2).
