SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CC Credit Card Corporation
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(Exact name of registrant as specified in its charter)
on behalf of the
Travelers Bank Credit Card Master Trust I
United States 52-2069082
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(State of incorporation or organization) (IRS Employer Identification No.)
Suite 300B
100 Commerce Drive
Newark, Delaware 19703
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(Address of principal executive offices) (Zip Code)
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:
Travelers Bank Credit Card Master Trust I
Class A 6.00% Asset Backed Certificates, Series 1998-1
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered.
See the information set forth under the headings: "Summary of Terms";
"Risk Factors"; "The Receivables"; "Maturity Assumptions"; "Receivable Yield
Considerations"; and "Description of the Certificates" in the Prospectus
Supplement dated February 26, 1998 and "Summary of Terms"; "Risk Factors";
"Certain Legal Aspects of the Receivables"; "Description of the Certificates";
"Certain Federal Income Tax Consequences"; and "ERISA Considerations" in the
Prospectus, dated February 26, 1998 (such Prospectus and Prospectus Supplement
are incorporated herein by reference).
Item 2. Exhibits.
Exhibit 1 Form of specimen of certificate representing Class A 6.00%
Asset Backed Certificates, Series 1998-1.
Exhibit 2 Pooling and Servicing Agreement (incorporated herein by
reference to Exhibit 4.1 to the Registrant's Form 8-K, as
filed with the Securities and Exchange Commission on March
24, 1998.
Exhibit 3 Series 1998-1 Supplement (incorporated herein by reference to
Exhibit 4.2 to Registrant's Form 8-K, as filed with the
Securities and Exchange Commission on March 24, 1998.
Exhibit 4 Prospectus Supplement dated February 26, 1998 together with
the Prospectus dated February 26, 1998 as filed with the
Securities and Exchange Commission on February 27, 1998
pursuant to Rule 424(b)(5).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Form 8-A to be signed
on its behalf by the undersigned, thereto duly authorized.
CC CREDIT CARD CORPORATION
By:/s/ Barbara A. Yastine
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Name: Barbara A. Yastine
Title: President
Date: April 3, 1998
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INDEX TO EXHIBITS
Exhibit No. Description
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Exhibit 1 Form of specimen of certificate representing Class A 6.00%
Asset Backed Certificates, Series 1998-1.
Exhibit 2 Pooling and Servicing Agreement (incorporated herein by
reference to Exhibit 4.1 to the Registrant's Form 8-K, as
filed with the Securities and Exchange Commission on March
24, 1998.
Exhibit 3 Series 1998-A Supplement (incorporated herein by reference to
Exhibit 4.2 to Registrant's Form 8-K, as filed with the
Securities and Exchange Commission on February 19, 1998.
Exhibit 4 Prospectus Supplement dated February 26, 1998 together with
the Prospectus dated February 26, 1998 as filed with the
Securities and Exchange Commission on February 27, 1998
pursuant to Rule 424(b)(5).
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EXHIBIT 1
REGISTERED
Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the Issuer or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
TRAVELERS BANK CREDIT CARD MASTER TRUST I
CLASS A 6.00% ASSET BACKED CERTIFICATE,
SERIES 1998-1
Evidencing an undivided interest in the assets of a trust, the
corpus of which consists primarily of receivables generated from time to
time in the ordinary course of business in a portfolio of consumer
revolving credit card accounts which accounts are owned by Travelers Bank
& Trust, fsb and The Travelers Bank USA and other assets and interests
constituting the Trust Assets under the Pooling and Servicing Agreement
described below.
No. __ CUSIP NO. ____________
$____________
(Not an interest in or obligation of CC Credit Card Corporation,
Travelers Bank & Trust, fsb, The Travelers Bank USA or any affiliate
thereof, except to the limited extent described herein.)
This certifies that CEDE & CO. (the "Investor Certificateholder") is
the registered owner of an undivided interest in certain assets of a trust (the
"Trust"), created pursuant to the Pooling and Servicing Agreement, dated as of
March 1, 1998 (the "Pooling and Servicing Agreement"), among CC Credit Card
Corporation, as Transferor (the "Transferor"), Travelers Bank & Trust fsb, as
Servicer (in such capacity, the "Servicer") and The Bank of New York, as Trustee
(the "Trustee"), as supplemented by the Series 1998-1 Supplement, dated as of
March 1, 1998, among the Transferor, the Servicer and the Trustee. The Pooling
and Servicing Agreement, the Series 1998-1 Supplement and any amendments,
exhibits and schedules thereto are collectively referred to herein as the
"Agreement." The corpus of the Trust consists of (i) all of CC Credit Card
Corporation's right, title and interest in, a portfolio of receivables (the
"Receivables") existing or arising in the consumer revolving credit card
accounts identified under the agreement from time to time until the termination
of the Trust, all monies due or to become due and all amounts received with
respect thereto (excluding, however, any and all Recoveries, as defined in the
Agreement) and all proceeds thereof and (ii) all monies and other property on
deposit in or credited to or held in the Collection Account, the Excess Funding
Account, the Series Accounts and any Series Enhancement (all as defined in the
Agreement).
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The Trust assets may also include participations (including 100% participations)
representing undivided interests in a pool of assets consisting of revolving
consumer credit card receivables and any interests in such type of receivables,
including securities representing or backed by such type of receivables owned by
Travelers Bank & Trust, fsb or The Travelers Bank USA or any affiliate of a Bank
and collections thereon (collectively, "Participation Interests"). At the time
of formation of the Trust, each of the Banks conveyed to the Transferor all
Receivables existing under certain designated Accounts and all Receivables
arising under such Accounts from time to time thereafter and the Transferor
conveyed such Receivables to the Trust. In addition, in the future Additional
Accounts (including Automatic Additional Accounts) may be designated and the
Receivables in such Additional Accounts as of the cut-off date with respect to
such Additional Accounts and all Receivables arising thereafter in such
Additional Accounts will be conveyed by an Account Owner to the Transferor and
by the Transferor to the Trust.
Although a summary of certain provisions of the Agreement is set
forth below, this Class A Certificate does not purport to summarize the
Agreement, is qualified in its entirety by the terms and provisions of the
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. A copy of the
Agreement may be obtained from the Trustee by writing to the Trustee at 101
Barclay Street, 21 West, New York, New York 10286, Attention: Corporate Trust
Department -- Trustee. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Agreement.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement to which the Holder of this
Class A Certificate by virtue of the acceptance hereof assents and is bound.
It is the intent of the Transferor and the Class A
Certificateholders that, for Federal, state and local income and franchise tax
purposes the Class A Certificates will be treated as indebtedness secured by the
Receivables. The Transferor by entering into the Agreement and each
Certificateholder, by the acceptance of its Certificate, agrees to treat the
Series 1998-1 Certificates for Federal, state and local income and franchise tax
purposes, as indebtedness of the Transferor.
Subject to the terms of the Agreement, payments of principal of the
Class A Certificates are limited to the unpaid Class A Investor Amount, which
may be less than the unpaid principal balance of the Class A Certificates,
pursuant to the terms of the Agreement. All principal of and interest on the
Class A Certificates is scheduled to be paid by the February 2003 Distribution
Date but may be paid earlier or later. Subject to prior termination as provided
in the Agreement, the interest of the Series 1998-1 Certificateholders in the
Trust will terminate following the earliest of (i) the date on which the
Investor Amount is paid in full, (ii) the January 2005 Distribution Date and
(iii) the termination of the Trust pursuant to Section 12.01 of the Agreement.
The Receivables arise in the Accounts and consist of amounts charged
by cardholders for merchandise and services, cash advances and check advances
(collectively, the "Principal Receivables"), plus the related periodic finance
charges, annual membership fees and annual service charges, late fees, overlimit
fees, cash advance fees, all other fees and charges with respect to Accounts
designated by the Transferor to be included as Finance Charge
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Receivables (collectively, the "Finance Charge Receivables"). This Certificate
is one of a series of Certificates entitled "Class A 6.00% Asset Backed
Certificates, Series 1998-1" (the "Class A Certificates"), each of which
represents a fractional undivided interest in certain assets of the Trust. The
Trust's assets are allocated among the Holders of the Class A Certificates, the
Holders of the Class B Certificates and the Class C Interest Holder, the
interests of the holders of other Series and the interest of the holders of the
Transferor Certificates. The Transferor Certificates represent the Transferor's
Interest in the Trust. The Transferor Certificates represent the interest in the
Principal Receivables not represented by the Investor Certificates.
The aggregate interest represented by the Series 1998-1 Certificates
at any time in the Principal Receivables in the Trust shall not exceed an amount
equal to the Principal Allocation Percentage thereof (as set forth in the
Agreement) at such time. The Initial Investor Amount is $250,000,000. The
Invested Amount for any date will equal the sum of (a) the Class A Invested
Amount as of such date, (b) the Class B Invested Amount as of such date and (c)
the Class C Invested Amount as of such date. The Class A Initial Invested Amount
is $227,500,000. The Class A Initial Investor Amount is $227,500,000. The Class
A Invested Amount for any date of determination will be an amount equal to (a)
the Class A Initial Invested Amount, minus (b) the aggregate amount of principal
payments made to the Class A Certificateholders on or prior to such date, minus
(c) the excess, if any, of the aggregate amount of Class A Investor Charge-Offs
for all prior Distribution Dates over the aggregate amount of Class A Investor
Charge-Offs reimbursed prior to such date, minus (d) the Principal Funding
Account Balance.
Interest will be distributed monthly on the 15th day of each
calendar month or, if such 15th day is not a Business Day, payment will be made
on the next succeeding Business Day (each, a "Distribution Date"), commencing
April 15, 1998, in an amount equal to one-twelfth the product of (i) the Class A
Certificate Rate and (ii) the outstanding principal amount of the Class A
Certificates as of the preceding Record Date; provided, however, that with
respect to the April 15, 1998 Distribution Date, interest on the Class A
Certificates will be equal to the interest accrued on the outstanding principal
amount of the Class A Certificates as of the Closing Date at the Class A
Certificate Rate for the period from the Closing Date through April 14, 1998
(assuming the month of March has 30 days).
The Class A Certificates will bear interest from the Closing Date at
the rate of 6.00% per annum (the "Class A Certificate Rate").
On each Distribution Date with respect to the Class A Accumulation
Period, an amount equal to the least of (x) the Available Investor Principal
Collections on deposit in the Collection Account with respect to such
Distribution Date, (y) the Controlled Deposit Amount for such Distribution Date
and (z) the Class A Invested Amount, will be deposited in the Principal Funding
Account for payment to the Class A Certificateholders on the Class A Expected
Final Distribution Date or on the first Distribution Date with respect to the
Rapid Amortization Period.
On each Distribution Date during the Rapid Amortization Period until
the Class A Investor Amount has been paid in full or the Series Termination Date
occurs, the Class A Certificateholders will be entitled to receive Available
Investor Principal Collections in an amount up to the Class A Investor Amount.
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On any Distribution Date after the Investor Amount is less than or
equal to 10% of the Initial Investor Amount, the Class A Certificates will be
subject to optional repurchase by the Transferor.
This Class A Certificate does not represent interests in or
obligations of CC Credit Card Corporation, the Banks or any Affiliate of any of
them. This Class A Certificate is not a deposit and is not insured by the
Federal Deposit Insurance Corporation (the "FDIC"). The Receivables are not
insured or guaranteed by the FDIC or any other governmental agency or
instrumentality. This Class A Certificate is limited in right of payment to
certain Collections with respect to the Receivables (and certain other amounts),
all as more specifically set forth herein and in the Agreement.
The Agreement may be amended under certain circumstances by the
Servicer, the Transferor and the Trustee, without Certificateholder consent,
provided that (i) the Transferor shall have delivered to the Trustee an
Officer's Certificate to the effect that the Transferor reasonably believes that
such amendment will not have an Adverse Effect and (ii) the Rating Agency
Condition shall have been satisfied with respect to any such amendment. In
addition, the Agreement may be amended if the certificate described in (i) of
the preceding sentence is delivered but without Certificateholder consent and
without satisfaction of the Rating Agency Condition for the purpose of (x)
enabling all or a portion of the Trust to qualify as and to permit an election
to be made to cause the Trust to be treated as a "financial asset securitization
investment trust" under the Code and (y) to enable the Trust to qualify as a
partnership for purposes of any state tax laws.
The Agreement may be amended by the Servicer, the Transferor and the
Trustee, with the consent of the Holders of Investor Certificates evidencing not
less than 66-2/3% of the aggregate Investor Amount of the Investor Certificates
of all adversely affected Series, for the purpose of adding any provisions to,
changing in any manner or eliminating any of the provisions of the Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall (i) reduce in any manner the amount of, or
delay the timing of, distributions to be made to Investor Certificateholders or
deposits of amounts to be so distributed or the amount available under any
Series Enhancement without the consent of each affected Certificateholder, (ii)
change the definition of or the manner of calculating the interest of any
Investor Certificateholder without the consent of each affected Investor
Certificateholder, (iii) reduce the aforesaid percentage required to consent to
any such amendment without the consent of each Investor Certificateholder or
(iv) adversely affect the rating of any Series or Class by each Rating Agency
without the consent of the Holders of Investor Certificates of such Series or
Class evidencing not less than 66-2/3% of the aggregate Investor Amount of the
Investor Certificates of such Series or Class.
The Class A Certificates are issuable only in minimum denominations
of $1,000 and integral multiples of $1,000 in excess thereof. The transfer of
this Class A Certificate shall be registered in the Certificate Register upon
surrender of this Class A Certificate for registration of transfer at any office
or agency maintained by the Transfer Agent and Registrar accompanied by a
written instrument of transfer, in a form satisfactory to the Trustee and the
Transfer Agent and Registrar, duly executed by the Holder or his attorney and
duly authorized in writing, and thereupon one or more new Class A Certificates
of authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
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As provided in the Agreement and subject to certain limitations
therein set forth, this Class A Certificate is exchangeable for a new Class A
Certificate evidencing a like aggregate fractional undivided interest, as
requested by the Holder surrendering this Class A Certificate. No service charge
may be imposed for any such exchange, but the Transfer Agent and Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
Prior to due presentation of this Class A Certificate for
registration of transfer, the Transfer Agent and Registrar, the Paying Agent and
the Trustee and any agent of any of them may treat the person in whose name this
Class A Certificate is registered as the owner hereof for all purposes, and
neither the Trustee, the Paying Agent or the Transfer Agent and Registrar nor
any agent of any of them shall be affected by notice to the contrary except in
certain circumstances described in the Agreement.
This Class A Certificate shall be construed in accordance with and
governed by the laws of the State of Delaware, without reference to its conflict
of law provisions.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, or by an authenticating agent
appointed by the Trustee, this Class A Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
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IN WITNESS WHEREOF, the Transferor has caused this Class A
Certificate to be duly executed.
CC CREDIT CARD CORPORATION
By:
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Dated: March 6, 1998
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This is one of the Class A Certificates referred to in the
within-mentioned Agreement.
THE BANK OF NEW YORK,
as Trustee,
By:
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Dated: March 6, 1998
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ASSIGNMENT
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
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: :
: :
: :
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
____________________ the within certificate and all rights thereunder, and
hereby irrevocably constitutes and appoints ____________________ Attorney, with
full power of substitution in the premises, to transfer said certificate on the
books kept for registration thereof.
Dated: ________________________
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Note: The signature(s) to this
Assignment must correspond with the
name(s) as written on the face of
the within certificate in every
particular, without alteration or
enlargement or any change whatever.
(1) An assignee which is not a
United States Person as defined in the Internal Revenue Code of 1986, as amended
(the "Code") must certify to the Transfer Agent and Registrar in writing as to
such status and such further information as may be required under the Code or
reasonably requested by the Transfer Agent and Registrar.
