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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 1998
REGISTRATION NO. 333-40381
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRAVELERS BANK CREDIT CARD MASTER TRUST I
(Issuer of Securities)
CC CREDIT CARD CORPORATION
(Originator of the Trust described herein)
(Exact Name of Registrant as Specified in Its Certificate of Incorporation)
<TABLE>
<S> <C>
DELAWARE 52-2069082
(State or Other Jurisdiction (I.R.S. Employer
of Organization) Identification Number)
</TABLE>
CC CREDIT CARD CORPORATION
SUITE 300B
100 COMMERCE DRIVE
NEWARK, DELAWARE 19713
(302) 451-6456
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
STEPHANIE B. MUDICK, ESQ.
DEPUTY GENERAL COUNSEL
TRAVELERS GROUP INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(212) 816-8000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
COPIES TO:
CAMERON L. COWAN, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE LLP
WASHINGTON HARBOUR
3050 K STREET, N.W.
WASHINGTON, D.C. 20007
(202) 339-8400
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective as determined by
market conditions.
If any of the securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering. / / ________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. / / ________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE AGGREGATE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED* PRICE PER UNIT** OFFERING PRICE** REGISTRATION FEE
<S> <C> <C> <C> <C>
Asset Backed Certificates................... $750,000,000 100% $750,000,000 $221,259***
</TABLE>
* Includes an indeterminate amount of Certificates that are to be offered or
sold in connection with market-making activities by affiliates of the
Registrant.
** Estimated solely for the purpose of calculating the registration fee.
*** Previously paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized list of the estimated expenses to be incurred
in connection with the offering of the securities being offered hereunder other
than underwriting discounts and commissions.
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<S> <C>
Registration Statement Fee.............................................. $ 221,259*
Printing Expenses....................................................... 225,000
Trustee's Fees and Expenses............................................. 67,500
Legal Fees and Expenses................................................. 375,000
Accountants' Fees and Expenses.......................................... 150,000
Rating Agency Fees...................................................... 427,500
Miscellaneous Fees and Expenses......................................... 75,000
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Total............................................................... $1,541,259
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* Actual
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article X of the Certificate of Incorporation of CC Credit Card Corporation
provides that any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall be indemnified and held harmless by
the corporation to the fullest extent legally permissible under the General
Corporation Law of the State of Delaware, as amended from time to time, against
all expenses (including attorneys' fees), liabilities, losses, judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding.
The General Corporation Law of the State of Delaware provides that a
corporation has the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. A corporation also has the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that, despite the
adjudication of liability but in view of all the circumstances of the case,
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such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
ITEM 16. EXHIBITS.
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<C> <S>
1.1 --Form of Underwriting Agreement for the Certificates**
4.1 --Form of Pooling and Servicing Agreement**
4.2 --Form of Series Supplement**
5.1 --Opinion of Richards, Layton & Finger, P.A. with respect to legality
8.1 --Opinion of Orrick, Herrington & Sutcliffe LLP with respect to federal tax matters**
10.1 --Form of Receivables Transfer Agreement**
23.1 --Consent of Richards, Layton & Finger, P.A. (included in its opinion filed as Exhibit
5.1)
23.2 --Consent of Orrick, Herrington & Sutcliffe LLP (included in its opinion filed as
Exhibit 8.1)**
24.1 --Powers of Attorney**
99.1 --Form of Performance Guaranty Agreement**
</TABLE>
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** Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant on behalf of the Travelers Bank Credit Card
Master Trust I (the "Trust") hereby undertakes as follows:
(a) (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; PROVIDED, HOWEVER, that (a)(1)(i) and
(a)(1)(ii) will not apply if the information required to be included in a
post-effective amendment thereby is contained in periodic reports filed pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering hereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
(b) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) That insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item 15
above, or otherwise, the Registrant has been advised that in the opinion of the
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Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of each
issue.
(d) (1) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be a part of this
Registration Statement as of the time it was declared effective.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3, reasonably believes that the
security rating requirement contained in Transaction Requirement B.5. of Form
S-3 will be met by the time of the sale of the securities registered hereunder
and has duly caused this Amendment No. 4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, New York, on
February 25, 1998.
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<S> <C> <C>
CC CREDIT CARD CORPORATION
as originator of the Trust and as Transferor
on behalf of the Trust
By: /s/ BARBARA YASTINE
-----------------------------------------
Name: Barbara Yastine
Title: President
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 has been signed on February 25, 1998 by the following persons in the
capacities indicated.
SIGNATURE TITLE
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/s/ BARBARA YASTINE President and Director
- ------------------------------ (Principal Executive
Name: Barbara Yastine Officer)
* Treasurer and Director
- ------------------------------ (Principal Financial
Name: Robert Matza Officer)
Vice President and
* Director (Controller or
- ------------------------------ Principal Accounting
Name: William Bozarth Officer)
- ------------------------------ Director
Name: Doug Johnson
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* The undersigned, by signing her name hereto, does hereby sign the
registration statement or amendment thereto on behalf of each of the
above-indicated directors and officers of CC Credit Card Corporation
pursuant to powers of attorney executed on behalf of each such director and
officer.
By: /s/ BARBARA YASTINE
-------------------------
Name: Barbara Yastine
Title: Attorney-in-Fact
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
1.1 --Form of Underwriting Agreement for the Certificates**
4.1 --Form of Pooling and Servicing Agreement**
4.2 --Form of Series Supplement**
5.1 --Opinion of Richards, Layton & Finger, P.A. with respect to legality
8.1 --Opinion of Orrick, Herrington & Sutcliffe LLP with respect to federal tax matters**
10.1 --Form of Receivables Transfer Agreement**
23.1 --Consent of Richards, Layton & Finger, P.A. (included in its opinion filed as Exhibit 5.1)
23.2 --Consent of Orrick, Herrington & Sutcliffe LLP (included in its opinions filed as Exhibit 8.1)**
24.1 --Powers of Attorney**
99.1 --Form of Performance Guaranty Agreement**
</TABLE>
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** Previously filed
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EXHIBIT 5.1
[Letterhead of Richards, Layton & Finger]
February 25, 1998
CC Credit Card Corporation
100 Commerce Drive
Suite 300B
Newark, Delaware 19713
Re: TRAVELERS BANK CREDIT CARD MASTER TRUST I
Ladies and Gentlemen:
We have acted as special Delaware counsel for CC Credit Card Corporation, a
Delaware corporation (the "Transferor"), in connection with the proposed
issuance and sale of series certificates (the "Certificates") by Travelers Bank
Credit Card Master Trust I pursuant to a Pooling and Servicing Agreement (the
"Original Pooling and Servicing Agreement"), by and between the Transferor, as
transferor, Travelers Bank & Trust, fsb, a federally-chartered savings bank, as
Servicer, and The Bank of New York, a New York banking corporation, as trustee
(the "Trustee"), as to be supplemented from time to time by Supplements in the
form of the supplement which is attached as Exhibit 4.2 to the Registration
Statement (as defined below) (each, a "Supplement") (the Original Pooling and
Servicing Agreement as to be supplemented by a Supplement is hereinafter
referred to as the "Pooling and Servicing Agreement"). At your request, this
opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of executed or conformed
counterparts, or copies otherwise proved to our satisfaction, of the following:
(a) The Pooling and Servicing Agreement;
(b) The registration statement (the "Initial Registration Statement") on
Form S-3 (Registration No. 333-40381), filed by the Transferor with
the Securities and Exchange Commission on November 17, 1997, as
amended by Amendment No. 1 to the Initial Registration Statement,
filed by the Transferor with the Securities and Exchange Commission
<PAGE>
CC Credit Card Corporation
February 25, 1998
Page 2
on January 9, 1998 ("Amendment No. 1"), as amended by Amendment
No. 2 to the Initial Registration Statement, filed by the
Transferor with the Securities and Exchange Commission on
February 2, 1998 ("Amendment No. 2"), as amended by Amendment
No. 3 to the Initial Registration Statement, filed by the
Transferor with the Securities and Exchange Commission on or about
February 18, 1998 ("Amendment No. 3"), as amended by Amendment
No. 4 to the Initial Registration Statement, filed by the
Transferor with the Securities and Exchange Commission on or about
February 25, 1998 ("Amendment No. 4"), including a related
preliminary prospectus (the "Prospectus") (the Initial
Registration Statement as amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3 and; and Amendment No. 4 is
hereinafter referred to as the "Registration Statement");
(c) The Certificate of Incorporation of the Transferor, as filed with
the Secretary of State of the State of Delaware on November 7, 1997;
(d) The By-laws of the Transferor, as amended through February 25,
1998; and
(e) Resolutions of the Board of Directors of the Transferor, dated
February 18, 1998
For purposes of this opinion, we have not reviewed any documents other than
the documents listed above, and we have assumed that there exists no provision
in any document not listed above that bears upon or is inconsistent with the
opinions stated herein. We have conducted no factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed that (i) all
signatures on documents examined by us are genuine, (ii) all documents submitted
to us as originals are authentic, and (iii) all documents submitted to us as
copies conform with the original copies of those documents.
For purposes of this opinion, we have assumed, at the time of issuance
and sale of the Certificates, (i) the due execution and delivery by all
parties thereto of all documents examined by us, (ii) the Transferor will be
a Delaware corporation duly formed and validly existing in good standing
under the laws of the State of Delaware, and (iii) in connection with the
documents of which we have reviewed a form, all blanks contained in such
documents will be properly and appropriately completed, and optional
provisions included in such documents will be properly and appropriately
selected, and as executed, such documents will conform with the forms of the
documents reviewed by us.
This opinion is limited to the laws of the State of Delaware and United
States of America federal law, and we have not considered and express no opinion
on the laws of any other jurisdiction. Our opinions are rendered only with
respect to Delaware and United States of America federal laws and rules,
regulations and orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such questions of law
and statutes as we have considered necessary or appropriate, and subject to the
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CC Credit Card Corporation
February 25, 1998
Page 3
assumptions, qualifications, limitations and exceptions set forth herein, we are
of the opinion that, when issued and sold in accordance with the terms of the
Pooling and Servicing Agreement, including when duly executed and authenticated
by the Trustee in accordance with the terms of the Pooling and Servicing
Agreement and issued and delivered against payment therefor, the Certificates
will be legally issued, fully paid and nonassessable and entitled to the
benefits of the Pooling and Servicing Agreement.
We understand that you will file this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement in connection
with the filing by the Transferor of the Registration Statement under the
Securities Act of 1933, as amended. We hereby consent to the filing of this
opinion with the Securities and Exchange Commission. We hereby consent to
the use of our name under the heading "Legal Matters" in the Prospectus. In
giving the foregoing consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
MIL/CDW/sc
