UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended: February 28, 1999
Commission file number: 333-32591
FNANB CREDIT CARD MASTER TRUST
(Exact name of registrant as specified in its charter)
United States 58-1897792
(State or other (IRS Employer
jurisdiction Identification No.)
of incorporation)
225 Chastain Meadows Court, Kennesaw, Georgia 30144
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 770 792-4600
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
On June 26, 1998 and January 15, 1999, the registrant filed with the
Securities and Exchange Commission registration statements on Form 8-A
registering certain FNANB Credit Card Master Trust asset backed certificates.
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 1 No _____
- ---------------
1 In reliance upon various no-action letters issued by the Securities
and Exchange Commission to other trusts which are substantially similar to the
registrant, the registrant has filed monthly Forms 8-K in lieu of Forms 10-Q.
See,e.g., Banc One Credit Card Master Trust (avail. May 26, 1995).
<PAGE>
State the aggregate market value of the voting stock held by
non-affiliates of the registrant. The aggregate market value shall be computed
by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within 60 days prior to the
date of filing. (See definition of affiliate in Rule 405)
Not Applicable.
PART I
The FNANB Credit Card Master Trust (the "Trust") was formed pursuant
to a Master Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Pooling and Servicing Agreement") between First North American National Bank,
as Transferor (in such capacity, the "Transferor") and Servicer (in such
capacity, the "Servicer"), and First Union National Bank, as Trustee (the
"Trustee"). The Trust was created as a master trust under which one or more
series of asset backed certificates (the "Certificates") evidencing undivided
interests in certain assets of the Trust have been or will be issued pursuant to
a series supplement to the Pooling and Servicing Agreement.
The assets of the Trust (the "Trust Assets") include receivables (the
"Receivables") arising under certain MasterCard and VISA credit card accounts
(the "Accounts") owned or acquired by the Transferor and all monies due or to
become due in payment of the Receivables (including recoveries on charged-off
Receivables), certain interchange fees received by the Transferor in connection
with the Receivables, all monies on deposit in certain bank accounts of the
Trust (including, to the extent specified in the related series supplement,
investment earnings on such amounts), all proceeds of the foregoing and, with
respect to a particular series or class of Certificates, any letter of credit,
guaranteed rate agreement, maturity guaranty facility, liquidity facility, cash
collateral account, cash collateral guaranty, collateral indebtedness amount,
collateral interest, surety bond, insurance policy, interest rate protection
agreement, tax protection agreement, spread account, reserve account,
subordination arrangement, cross-support feature or other similar arrangement
(or any combination of the foregoing) for the benefit of the holders of the
Certificates of such series or class. The Trust will not engage in any activity
other than acquiring and holding Receivables, issuing one or more series of
Certificates and any related interest in the Trust and one or more certificates
evidencing the Transferor's interest in the Trust, making payments thereon and
engaging in related activities. The Trustee holds the Trust Assets in trust for
the benefit of the holders of the Certificates, and the Servicer services the
Receivables.
As of February 28, 1999, the Trust had three outstanding series of
Certificates. On October 30, 1997, the Trust issued in a private transaction the
Series 1997-1 Variable Funding Certificates. On November 19, 1997, the Trust
issued in a public transaction the Class A Floating Rate Asset Backed
Certificates, Series 1997-2 and the Class B Floating Rate Asset Backed
Certificates, Series 1997-2 (together, the "1997-2 Public Certificates"). In
addition, the Trust issued in private transactions as part of Series 1997-2 an
interest referred to as the Collateral Indebtedness Interest and a class of
investor certificates referred to as the Class D Certificates. On November 13,
1998, the Trust issued in a public transaction the Class A Floating Rate Asset
Backed Certificates, Series 1998-1 and the Class B Floating Rate Asset Backed
Certificates, Series 1998-1 (collectively with the 1997-2 Public Certificates,
the "Public Certificates"). In addition, the Trust issued in private
transactions as part of Series 1998-1 an interest referred to as the
Collateralized Trust Obligations and a class of investor certificates referred
to as the Class D Certificates. The Trust may issue from time to time additional
series of Certificates evidencing undivided interests in the Trust Assets.
The registrant has prepared this Form 10-K in reliance upon various
no-action letters issued by the Securities and Exchange Commission to other
trusts which are substantially similar to the Trust. See, e.g., Banc One Credit
Card Master Trust (avail. May 26, 1995). Items designated herein as "Not
Applicable" have been omitted as a result of such reliance.
Item 1. Business.
Not Applicable.
Item 2. Properties.
See introductory statement to Part I above for a description of Trust
Assets.
Item 3. Legal Proceedings.
To the best knowledge of the registrant, there are no material pending
legal proceedings involving the Trust, the Servicer or the Trustee.
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.
(a) To the best knowledge of the registrant, there is no established
public trading market for the Certificates.
(b) The Public Certificates are represented by five certificates
registered in the name of Cede & Co., the nominee of The Depository
Trust Company ("DTC").
(c) Not Applicable.
Item 6. Selected Financial Data.
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
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 Public Certificates are represented by Nine certificates
registered in the name of Cede & Co., and an investor holding an
interest in the 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 Public
Certificates, which it holds on behalf of brokers, dealers, banks and
other direct participants in the DTC system. Such direct participants
may hold Public Certificates for their own accounts or for the
accounts of their customers. The address of Cede & Co. is c/o The
Depository Trust Company, 7 Hanover Square, New York, New York 10004.
(b) Not Applicable.
(c) Not Applicable.
Item 13. Certain Relationships and Related Transactions.
(a) To the best knowledge of the registrant, there were no
transactions, or series of similar transactions, during the fiscal
year ended February 28, 1999, and there are no currently proposed
transactions, or series of similar transactions, to which the Trust
was or is to be a party, in which the amount involved exceeds $60,000
and in which any person known to the registrant to own of record or
beneficially more than 5.00% of the Public Certificates had, or will
have, a direct or indirect material interest.
(b) Not Applicable.
(c) Not Applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Documents.
1. Financial Statements.
Not Applicable.
2. Financial Statement Schedules.
Not Applicable.
3. Exhibits.
See Item 14(c).
(b) Reports on Form 8-K.
The registrant filed the following Current Reports on Form 8-K
with respect to the fiscal year ended February 28, 1999: Current
Reports on Form 8-K dated March 16, 1998, April 15, 1998, May 15,
1998, June 15, 1998, July 15, 1998, August 17, 1998, September
15, 1998, October 15, 1998, November 16, 1998, December 15, 1998,
January 15, 1999, February 16, 1999 and March 15, 1999 reporting
Items 5 and 7(c) and providing the Series 1997-2
Certificateholders Statements for the months of February 1998,
March 1998, April 1998, May 1998, June 1998, July 1998, August
1998, September 1998, October 1998, November 1998, December 1998,
January 1999 and February 1999, and the Series 1998-1
Certificateholders Statements for the months of November 1998,
December 1998, January 1999 and February 1999.
(c) Exhibits. Exhibits 99.1 Annual Servicer's Certificate.
(d) Financial Statement Schedules.
Not Applicable.
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.
FNANB CREDIT CARD MASTER TRUST
By: FIRST NORTH AMERICAN
NATIONAL BANK, as Servicer
By: /s/ Michael T. Chalifoux
Michael T. Chalifoux
Chairman of the Board and
President
Dated as of: May 21, 1999
INDEX TO EXHIBITS
Exhibit Description
Number of Exhibit
99.1 Annual Servicer's Certificate
EXHIBIT 99.1
ANNUAL SERVICER'S CERTIFICATE
FIRST NORTH AMERICAN NATIONAL BANK
--------------------------------------
FNANB CREDIT CARD MASTER TRUST
--------------------------------------
The undersigned, a duly authorized representative of First North American
National Bank ("FNANB"), as Servicer (the "Servicer"), pursuant to the Master
Pooling and Servicing Agreement, dated as of October 30,1997(as such agreement
may have been, or may from time to time be, amended, supplemented or otherwise
modified, the "Pooling and Servicing Agreement"), between FNANB, as Transferor
and as Servicer, and First Union National Bank, as Trustee (the "Trustee"), does
hereby certify that:
1. Capitalized terms used in this Officer's Certificate have their
respective meanings set forth in the Pooling and Servicing Agreement.
2. FNANB is as of the date hereof the Servicer under the Pooling and
Servicing Agreement.
3. The undersigned is duly authorized pursuant to the Servicing Agreement
to execute and deliver this Officer's Certificate to the Trustee.
4. This certificate is delivered pursuant to Section 3.5 of the Pooling
and Servicing Agreement.
5. A review of the activities of the Servicer during the Fiscal Year
ended February 28, 1999 and of its performance under the Pooling and
Servicing Agreement was made under my supervision.
6. Based on such review, to the best of the undersigned's knowledge, the
Servicer has fully performed all its obligations under the Pooling and
Servicing Agreement throughout the Fiscal Year ended February 28,
1999,and no event which, with the giving of notice or passage of time
or both, would constitute a Servicer Default has occurred or is
continuing except as set forth in paragraph 7 below.
7. The following is a description of each Servicer Default under the
provisions of the Pooling and Servicing Agreement known to the
undersigned to have occurred during the Fiscal Year ended February 28,
1999, which sets forth in detail the (i) nature of each such Servicer
Default, (ii) the action taken by the Servicer, if any, to remedy each
such Servicer Default and (iii) the current status of each such
Servicer Default: Not Applicable.
IN WITNESS WHEREOF, the undersigned, a duly authorized Servicing
Officer, has duly executed this certificate as of this 21st day of
May, 1999.
/s/ Michael T. Chalifoux
Name: Michael T. Chalifoux
Title: Chairman of the Board
and President
