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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
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, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to _______
Commission File Number 33-98546-01
First Union Direct Bank, N.A.
-----------------------------
(Exact name of registrant as specified in its charter)
on Behalf of the First Union Master Credit Card Trust
United States 56-2017017
- ----------------------------------------------- --------------------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION)
600 Broad Street
Augusta, Georgia 30903
-------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
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
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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
Class A Series 1996-2 Floating Rate Asset Backed Certificates
Class B Series 1996-2 Floating Rate Asset Backed Certificates
- --------------------------------------------------------------------------------
(Title of class)
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. [ ]
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PART I
Items 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 8. Financial Statements and Supplementary Data.
Not Applicable.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Not Applicable.
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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, 1997. Such direct participants may hold Certificates for
their own accounts or for the accounts of their customers. At December 31, 1997,
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:
<TABLE>
<S> <C> <C>
SERIES 1996-1
Class A
Participant Quantity Percentage
----------- -------- ----------
BNY/ITCSPE $50,000,000 5%
Boston Safe Deposit and Trust Co. $150,000,000 16%
Chase Manhattan Bank/Chemical $53,500,000 5%
Citibank, NA $51,000,000 5%
LBI/Lehman Government Securities $209,000,000 22%
Swiss American Securities, Inc. $100,000,000 10%
Swiss Bank Corporation, New York Branch $140,000,000 15%
Class B
Swiss American Securities, Inc. $75,273,000 100%
SERIES 1996-2
Class A
Participant Quantity Percentage
----------- -------- ----------
Bankers Trust Company $33,750,000 11%
BHF Securities Corporation $15,000,000 5%
Bank of New York/TD Bank $32,000,000 10%
Boston Safe Deposit and Trust Co. $45,000,000 15%
</TABLE>
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<TABLE>
<S> <C> <C>
Chase Manhattan Bank $96,500,000 32%
Chase Manhattan Bank Trust Co. of California $15,000,000 5%
Northern Trust Company $26,250,000 8%
Class B
Chase Manhattan Bank $24,546,000 100%
</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.
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 24, 1998.
99.2 Annual Auditors' Report dated March 26, 1998.
(b) The following two (2) reports on Form 8-K were filed by the
registrant during the quarter ending December 31, 1997:
1. Form 8-K, dated October 15, 1997 filed on October 28, 1997.
(Item 5, Item 7)
2. Form 8-K, dated November 15, 1997 filed on December 3, 1997.
(Item 5, Item 7)
(c) See Item 14(a)(3) above.
(d) Not Applicable.
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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
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EXHIBIT 99.1
EXHIBIT D
FORM OF 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 twelve-month
period ended December 31, 1997 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 24th day of March, 1998.
/s/ JAMES H. GILBRAITH II
---------------------------
James H. Gilbraith II
Managing Director
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EXHIBIT 99.2
[KPMG PEAT MARWICK LLP LETTERHEAD]
Independent Accountants' Report
First Union Master Credit Card Trust
c/o The Bank of New York, as Trustee
101 Barclay Street
New York, New York 10286
Moody's Investors Service
99 Church Street
New York, New York 10007
Standard & Poor's
25 Broadway
New York, New York 10004
First Union Direct Bank, N.A.
600 Broad Street
Augusta, Georgia 30903
We have examined management's assertion about First Union Direct Bank, N.A.'s
compliance, as Servicer, 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 as of September 29, 1995, as amended, including supplements
dated March 5, 1996 and April 23, 1996, by and between First Union Direct Bank,
N.A., as Transferor and Servicer, and The Bank of New York, as Trustee (the
"Agreement"), during the period January 1, 1997 through December 31, 1997,
included in the accompanying Management Representation on First Union Direct
Bank, N.A.'s Compliance, as Servicer, with the Servicing Requirements of the
Pooling and Servicing Agreement. Management is responsible for First Union
Direct Bank, N.A.'s compliance with the aforementioned section of the Agreement.
Our responsibility is to express an opinion on management's assertion about
First Union Direct Bank, N.A.'s compliance based upon 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 First Union Direct Bank, N.A.'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 First Union Direct Bank,
N.A.'s compliance with that section.
In our opinion, management's assertion that First Union Direct Bank, N.A. was
materially in compliance with the servicing requirements in Article IV, Section
4.03 of the Agreement during the period January 1, 1997 through December 31,
1997, is fairly stated, in all material respects.
/s/ KPMG PEAT MARWICK LLP
March 26, 1998
