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 29, 2000
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).
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant. The aggregate market value
shall be computed by reference to the price at which the common equity was sold,
or the average bid and asked prices of such common equity, 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, as
amended (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 29, 2000, 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 interests 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 the
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").
Item 6. Selected Financial Data.
-----------------------
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operation.
------------
Not Applicable.
Item 7a. Quantitative and Qualitative Disclosures About Market
-----------------------------------------------------
Risk
----
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, 55
Water Street, New York, New York 10041.
(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 29, 2000, 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.
(d) 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 29, 2000: Current Reports on Form 8-K
dated March 15, 1999, April 15, 1999, May 17, 1999, June 15, 1999, July 15,
1999, August 16, 1999, September 15, 1999, October 15, 1999, November 15, 1999,
December 15, 1999, January 18, 2000, February 15, 2000 and March 15, 2000
reporting Items 5 and 7(c) and providing the Series 1997-2 Certificateholders
Statements and the Series 1998-1 Certificateholders Statements for the months of
February 1999, March 1999, April 1999, May 1999, June 1999, July 1999, August
1999, September 1999, October 1999, November 1999, December 1999, January 2000
and February 2000.
(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 17, 2000
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 29, 2000 and of its performance under the Pooling
and Servicing Agreement was made under the undersigned's
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 29, 2000, 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 29, 2000, 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 17th day of May, 2000.
/s/Michael T. Chalifoux
-------------------------
Name: Michael T. Chalifoux
Title: Chairman of the Board
and President
